Star Wars Episode II: A Path Of Shadows
by Jason Cunningham a.k.a. WhillJ
Summary: A long time ago in a galaxy far, far away, an ancient and terrible plan for galactic domination is coming to fruition. It has been ten years since the election of Supreme Chancellor Palpatine, a time in which the Galactic Republic has witnessed the elimin


Star Wars Episode II: A Path Of Shadows  
by Jason Cunningham a.k.a. WhillJournalist  
whilljournalist@hotmail.com, www.whilljournal.com  
category: Rise of the Emperor/Episode II  
keywords: Clone Wars, Mandalore, Owen Lars, Bail Organa, Sith  
contains some possible spoilers for SW2  
PG-13  
  
A long time ago in a galaxy far, far away, an ancient and terrible  
plan for galactic domination is coming to fruition.  
It has been ten years since the election of Supreme Chancellor  
Palpatine, a time in which the Galactic Republic has witnessed the  
elimination of corruption and the restoration of democracy. Under  
his visionary leadership, peace and prosperity have blossomed  
throughout the galaxy.  
During this period, Anakin Skywalker, apprentice to Jedi  
Knight Obi-Wan Kenobi, has grown in strength and maturity  
as he has learned the ways of the Force. Despite the Jedi  
Council's initial misgivings, both Obi-Wan and Anakin have  
surpassed expectations, gaining mastery over the mysterious  
power that aids them in their duties of Guardians of Peace  
and Justice.  
But with power also comes knowledge - young Anakin is beset  
by frightening visions that he cannot fully control or explain...  
visions of chaos and death for those he loves most. As if to  
confirm the worst of the Padawan's fears, his close friend  
Queen Amidala of Naboo comes before the Galactic Senate with  
scraps of evidence that hint at a dreadful and ancient terror  
stirring on the Outer Rim.  
Soon Anakin must choose between following the Jedi to  
investigate this rising evil, or following his heart to save  
all that he loves from the chaos of his visions...  
  
This screenplay is based on characters and situations created and  
owned by Lucasfilm, Ltd. No claim of ownership or reassignment  
of Lucasfilm copyright and copyrighted material to any other  
parties is intended or implied.  
  
  
STAR WARS  
  
A long time ago in a galaxy far, far away…  
  
A vast sea of stars serves as the backdrop for the main   
title. War drums echo through the heavens as a roll-up   
slowly crawls into infinity.  
  
EPISODE II  
A PATH OF SHADOWS  
  
It is a time of peace and prosperity. Since his election,   
Supreme Chancellor Palpatine has tirelessly striven to end   
corruption in the Senate, restoring hope to the disaffected   
peoples of the Galactic Republic.  
  
During this period of renewed democracy, Jedi Apprentice   
Anakin Skywalker has grown strong in the ways of the Force,   
guided by his friend and mentor Obi-Wan Kenobi.  
  
Plagued by recent disturbing visions, the young Padawan   
struggles to maintain control in the face of persistent   
rumors concerning a terrible threat stirring on the Outer   
Rim…  
  
  
  
EXT. SPACE-IEGO SYSTEM  
  
Three SPACECRAFT cruise overhead. They speed past and on   
toward one of the MOONS OF IEGO.  
  
EXT. 1ST MOON OF IEGO-CRAGGY PLAIN-BEFORE DAYBREAK  
  
  
The three SPACECRAFT land among clouds of dust. Exit ramps   
lower and a large group of UNSAVORY CHARACTERS begin to   
disembark. One of the CHARACTERS, a medium-sized HUTT   
called SIBBA, is apparently the leader; he shouts orders in   
HUTTESE. Several large cages are towed out of the   
SPACECRAFT. They are empty, supported by invisible   
REPULSORLIFT fields.  
  
  
EXT. 1ST MOON OF IEGO-CRYSTALLINE CITY-BEFORE DAYBREAK  
  
A small and extremely beautiful CRYSTALLINE CITY rises from   
the landscape. Delicate spires ascend into the violet sky,   
shimmering in the starlight. FIGURES can bee seen moving   
about within the CITY.  
  
  
EXT. 1ST MOON OF IEGO-CRYSTALLINE CITY-COURTYARD-BEFORE   
DAYBREAK  
  
The FIGURES who inhabit the CITY can clearly be seen. They   
are humanoid and strikingly beautiful. They have gossamer   
wings that make their movement seem surreal. There is only   
a smattering of these ANGELS, as most are asleep.  
  
  
EXT. 1ST MOON OF IEGO-SOME DISTANCE FROM THE CRYSTALLINE   
CITY-BEFORE DAYBREAK  
  
The group of UNSAVORY CHARACTERS is being surveyed from a   
distance through ELECTROBINOCULARS. The large and heavily   
armed GROUP is approaching the CRYSTALLINE CITY. The   
perspective changes to show two DARK FIGURES from behind;   
both lay prone. One passes the BINOCULARS to the other.  
  
1ST FIGURE: (low tone) They're almost to the city. (pauses)   
We should do something…  
2ND FIGURE: (low tone) They've done nothing illegal. We can   
only observe until then.  
1ST FIGURE: But we should be able to intervene before   
anything happens-  
2ND FIGURE: (interrupting) Would you have us be vigilantes,   
then?  
1ST FIGURE: No, Master.  
  
The 2ND FIGURE hands the BINOCULARS back to the 1ST FIGURE.  
  
2ND FIGURE: Until a crime is committed, Republic law binds   
our hands. If they do violate it, you're free to use you're   
discretion as to how to handle the situation. I'll only   
assist you if you request it. But remember my Apprentice;   
there are alternatives to fighting.  
1ST FIGURE: I understand about the laws, Master. That   
doesn't mean I have to agree, though.  
2ND FIGURE: (puts his hand on the 1ST FIGURE'S shoulder)   
Neither do I, for that matter.  
1ST FIGURE: They've reached the city.  
  
  
EXT. 1ST MOON OF IEGO-CRYSTALLINE CITY-COURTYARD-JUST BEFORE   
DAYBREAK  
  
The smattering of ANGELS becomes aware of a disturbance at   
the entrance to the CITY. With otherworldly grace they move   
toward the sounds. The ANGELS encounter the large group of   
UNSAVORY CHARACTERS. Perplexed, the ANGELS cautiously   
approach the CHARACTERS. The ANGELS speak in a lilting,   
musical ALIEN LANGUAGE.  
  
1ST ANGEL: (subtitled) Welcome, friends.  
  
The ANGEL extends a slender, pale hand to the CHARACTERS.   
One of them, BIG BRUTE, looks to his comrades and grins,   
exposing rotten teeth. His massive paw envelops the ANGEL'S   
tiny hand. The 1ST ANGEL'S benevolent expression changes to   
confusion, then anguish as it lets out a howl of pain. BIG   
BRUTE is crushing the 1ST ANGEL'S hand. He yanks the ANGEL   
forward and punches it squarely in the face. The rest of   
the UNSAVORY CHARACTERS erupt into similar violence. Some   
pull out weapons.  
  
  
EXT. 1ST MOON OF IEGO-SOME DISTANCE FROM THE CRYSTALLINE   
CITY-JUST BEFORE DAYBREAK  
  
1ST FIGURE: Master!  
2ND FIGURE: Damn. Come on.  
  
  
EXT. 1ST MOON OF IEGO-CRYSTALLINE CITY-DAYBREAK  
  
SIBBA: (in HUTTESE) The males are of no use to us. Grab the   
women and children!  
  
  
INT. ANGEL DWELLING  
  
THUGS rip down the veils that serve as the entryway to the   
ANGELS' home. A MALE ANGEL flits up to the THUGS to defend   
his family, but to no avail; he is powerless. The THUGS   
brush the MALE ANGEL aside and grab an ADULT FEMALE, and   
two CHILDREN.  
  
  
INT. 2ND ANGEL DWELLING  
  
A couple THUGS drag an exquisite, struggling FEMALE ANGEL   
out by her delicate wings. A MALE ANGEL lies on the floor,   
unconscious.  
  
THUG: Come on, butterfly!  
  
  
EXT. 1ST MOON OF IEGO-CRYSTALLINE CITY-COURTYARD-DAYBREAK  
  
The CRYSTALLINE CITY is no longer asleep. Some structures   
have been smashed, black smoke issues from several small   
fires. The REPULSORLIFFT CAGES are being loaded with FEMALE   
AND CHILD ANGELS. Some of the MALE ANGELS are being kept at   
bay with blasters. One of the SLAVERS reports to the HUTT.  
  
SLAVER: We pulled in a good haul, Boss.  
SIBBA: (in HUTTESE) Rich bigwigs like my fat brother are   
willing to pay a fortune for these beauties. Let's get them   
to the ships.  
  
An unfamiliar voice startles the HUTT and his whole vile   
entourage. The voice is trying to sound authoritative, but   
there is a hint of uncertainty in it.  
  
VOICE OVER: You're not taking them anywhere.  
  
The SLAVERS wheel around, weapons drawn, to look toward the   
source of the unwelcome voice. The sight of a MEDIUM-SIZED   
FIGURE rewards them. The FIGURE is clad in brown robes and   
a hood conceals its face. At some distance to the right and   
behind the MEDIUM-SIZED FIGURE is a LARGER FIGURE dressed   
in an identical fashion. The LARGER FIGURE says nothing.   
Several of the CAGED ANGELS strain to see the source of   
their only possible hope.  
  
SIBBA: (in HUTTESE) Is that a fact? And who's going to stop   
me? Your army?  
  
There is chortling from the HUTT'S crew. The MEDIUM-SIZED   
FIGURE raises it's hands to its hood and lowers it back.   
Revealed is a good-looking 14-year old boy; blue-eyed, with   
blond hair wound into a single braid.  
  
This is ANAKIN SKYWALKER, JEDI PADAWAN. He is a little   
small for his age, but the look on his face belies any   
physical disadvantage he may seem to have compared to the   
HUTT and his CREW. He makes a peculiar gesture with his   
hand.  
  
ANAKIN: (authoritative) Slavery is illegal in the Galactic   
Republic. You're not taking them anywhere.  
  
Several of the HUTT'S CREW stop their laughter and begin to   
acquire strange looks on their faces. They hesitantly move   
toward the cage.  
  
BIG BRUTE: We're not taking them anywhere…  
  
SIBBA: (in HUTTESE, enraged) What do you think you're   
doing?!   
  
The HUTT slithers between the cage and the mutinous SLAVERS   
to intercept them.  
  
SIBBA: (HUTTESE Cont'd) You fools, this is our livelihood!  
  
The HUTT bashes one of the mutinous SLAVERS with his pudgy   
fist and he topples over. Many of the other SLAVERS look   
confused. The HUTT grabs two of his nearest thugs and   
thrusts them in the direction of ANAKIN.  
  
SIBBA: (cont'd) The first one to break that boy's neck gets   
an extra thousand! Get his friend, too!  
  
The sound of the financial reward seems to snap the SLAVERS   
out of the boy's power, and a group of them advance towards   
ANAKIN, all with murderous intent. The LARGER FIGURE   
finally pulls back his own hood to reveal JEDI KNIGHT OBI-  
WAN KENOBI, about 30 years of age, medium-length hair and a   
goatee. ANAKIN shoots a very quick glance back at his   
master, and then returns his full attention to the   
approaching threat in front of him.  
  
ANAKIN: You are entitled to trial by jury for your crimes.   
Give up now, and I promise you due process. I won't warn   
you again.  
  
SIBBA: (HUTTESE) Get him!  
  
Seven UNSAVORY CHARACTERS now stand in a semi-circle a   
meter from the young PADAWAN. BIG BRUTE speaks:  
  
BIG BRUTE: Sorry kid, your luck just ran out.  
  
A short vicious-looking SLAVER pulls a long knife from his   
belt and slashes at ANAKIN. Before he realizes what has   
happened, the knife is kicked out of his hand and sent   
flying, to land right in front of the HUTT who jumps back   
from it.  
  
SIBBA: Boscka!  
  
ANAKIN has exploded into action, using advanced martial-  
arts techniques in an effort to subdue his larger and more   
numerous attackers, much to their own chagrin and   
disbelief. Performing incredible leaps and precise kicks,   
ANAKIN seems to be getting the upper hand. This is too much   
for the SLAVERS, one of whom pulls a blaster from beneath   
his tunic.  
  
ANAKIN instinctively reaches for his LIGHTSABER, but allows   
himself to be distracted just a moment too long by the gun-  
wielding SLAVER; before he can ignite his SABER he is   
viciously backhanded by BIG BRUTE and set reeling, his   
SABER flying out of his hand and landing on the ground some   
distance from him.  
  
OBI-WAN: Anakin!  
  
Again we see ANAKIN'S LIGHTSABER lying upon the ground. A   
hand reaches down to retrieve it.  
  
OBI-WAN: (in voice-over) Anakin!  
  
The hand grasps the LIGHTSABER; it is ignited and brought   
up to fighting position when we FLASHFORWARD to PRESENT-DAY   
and see the more mature face of JEDI PADAWAN ANAKIN   
SKYWALKER, about 19 years old; there is a small trickle of   
blood from the corner of his mouth. He has grown   
considerably in five years.  
  
  
INT. NAR SHADDAA-SLAVER HIDEOUT  
  
ANAKIN: I'm all right, Obi-Wan. I'm all right.  
  
ANAKIN glances at OBI-WAN; he is now about 35 years old,   
with a full beard. His green LIGHTSABER is lit and he is   
engaged with multiple tough-looking enemies. There are some   
who are familiar from the earlier encounter, but they have   
aged as well.   
  
ANAKIN: (menacing) Want to try that again?  
  
BIG BRUTE stands staring at ANAKIN'S crackling blue laser   
blade. The look on ANAKIN'S face is unmistakable – BIG   
BRUTE knows ANAKIN will kill him. BIG BRUTE smiles and we   
now see he has no teeth at all; he drops his weapon.  
  
Three SLAVERS draw near the young PADAWAN LEARNER from   
behind. ANAKIN abruptly throws his left hand up, and all   
three SLAVERS double over as if they were each kicked in   
the gut. BIG BRUTE'S toothless smile fades.  
  
ANAKIN: (cont'd) Get over there with the rest of them.  
  
ANAKIN gestures toward the three doubled-over SLAVERS. We   
go back to OBI-WAN who strikes out with his own SABER,   
cleanly slicing a blaster in half. A second opponent shoots   
at him but he easily deflects the energy bolt back at his   
attacker. It strikes his blaster and blows it out of his   
hands.  
  
OBI-WAN: The Hutt! He mustn't escape!  
  
A large doorway is closing. The unmistakable form of a HUTT   
is slithering through it, fleeing.  
  
ANAKIN: I'm on it.  
  
ANAKIN takes off toward the rapidly closing door.  
  
OBI-WAN: Wait, it's too dangerous!  
  
ANAKIN is sprinting. He uses his FORCE-ENHANCED speed to   
leap through the doorway at the last second.  
  
ANAKIN: Umph!  
  
He rolls forward and is up in a fighting crouch instantly.   
His face shows that he's ready for anything – except this.   
The HUTT is flanked by a dozen heavily armed beings, but   
more importantly two old and battered DROIDEKA. ANAKIN   
makes a supreme effort to appear unfazed by the display of   
firepower.  
  
ANAKIN: Lay down your weapons and I promise you'll live.  
  
The HUTT laughs hysterically, his booming voice mocking the   
young JEDI. Both DROIDEKA raise their shields and gun-arms.   
ANAKIN readies himself.  
  
SIBBA: (in HUTTESE) You've stuck your nose in my business   
for the last time, boy. Now you've had it!  
  
The DROIDEKA open up on ANAKIN, who is inundated with   
blaster fire. His skill becomes evident as his LIGHTSABER   
moves at incredible speed, reflecting the massive amount of   
fire back toward his enemies. The shielded DROIDEKA are   
unaffected, but the HUTT and his CREW scatter for cover.  
  
SIBBA: (in HUTTESE) Whose idea was this?!  
  
ANAKIN is being slowly driven to his knees by the withering   
fire. Behind him the stone door begins to glow then rapidly   
liquefy into slag. OBI-WAN has cut his way into the room.   
He immediately takes up beside ANAKIN.  
  
OBI-WAN: If we weren't about to die, I'd kill you.  
ANAKIN: I have an idea, but I need you to cover me.  
OBI-WAN: Destroyers are too powerful, we need to fall back.  
ANAKIN: Trust me!  
  
OBI-WAN moves in front of ANAKIN to absorb the brunt of the   
fire. ANAKIN switches off his SABER, closes his eyes, and   
then performs an incredible leap about 10 meters directly   
over the DROIDEKA. The two DESTROYERS look up at ANAKIN,   
who has found a precarious handhold, and lock onto him.   
They raise their gun-arms…  
  
OBI-WAN: Careful!  
  
The DROIDEKA fire at ANAKIN who lets go of his hand-hold   
and leaps out of the way, falling to the floor far below.   
The heavy, shattered ceiling falls on the DROIDEKA,   
smashing them.  
  
ANAKIN: Whew!  
  
OBI-WAN rushes to ANAKIN and helps him to his feet.  
  
ANAKIN: Nobody ever accused Destroyers of having too many   
brains.  
OBI-WAN: (grinning) Nobody ever accused Padawan of that   
either.  
  
The two JEDI stand and face the HUTT and his seven   
remaining CREW huddled in the corner. They walk up to   
within a few meters of them, and ANAKIN activates his   
SABER. The HUTT'S CREW tosses their weapons and put their   
hands in the air. The HUTT waves his hands in futile rage.  
  
SIBBA: (HUTTESE) Cowards!  
  
  
EXT. NAR SHADDAA-SLAVER HIDEOUT-DUSK  
  
REPUBLIC POLICE FORCES are rounding up the SIBBA'S GANG and   
are placing them into prison barges. The HUTT himself is   
the last to go. He begins yelling as they try to stuff him   
inside the ship.  
  
SIBBA: (in HUTTESE) You think you've accomplished anything?   
I'll be out in a week! I'll have a price on your head so   
big that-  
  
The door closes on the HUTT, stopping his rant. A POLICE   
OFFICER approaches ANAKIN and OBI-WAN.  
  
OFFICER: That's the last of them, sir.  
OBI-WAN: Good work, Lieutenant. Get them out of here.  
OFFICER: Yes sir.  
  
The OFFICER moves off. ANAKIN and OBI-WAN begin to converse   
as several craft begin to lift off behind them.  
  
ANAKIN: He's right, you know.  
OBI-WAN: How's that?  
ANAKIN: The Hutt. He's right. His whole gang's been in and   
out of Republic penal colonies for years. Just like the   
rest of the thieves and slavers and pirates we put away.  
OBI-WAN: Sometimes it seems pointless, doesn't it?  
ANAKIN: (surprised) Well… yes. You think so too?  
OBI-WAN: The Courts frustrate me as much as they do you   
sometimes, but these criminals have rights and protection   
under the same laws that govern the rest of the Republic.  
ANAKIN: I know. I apologize Obi-Wan, it's immature of me to   
say such things.  
OBI-WAN: I don't think that stating the facts makes you   
immature; on the contrary. But I do think that something   
else is troubling you.  
  
He looks into ANAKIN'S face. ANAKIN briefly looks at the   
ground.  
  
OBI-WAN: (cont'd) Isn't it?  
  
ANAKIN looks up and there is a bit of fire in his eyes when   
he speaks.  
  
ANAKIN: How much longer is it going to be before the Senate   
approves one of these missions to Tatooine?  
OBI-WAN: I thought as much. Once again your thoughts dwell   
on your mother.  
ANAKIN: It's not unreasonable Obi-Wan! In all this time,   
after all the distant systems we've been sent to, you'd   
think they could assign a mission to a place where there's   
known slavery and-  
OBI-WAN: (interrupting) Tatooine is not a special case   
Anakin. All sentient beings are equally entitled to   
liberty. Tatooine will be freed; you know this. It's just a   
matter of time.  
  
ANAKIN does not look satisfied with OBI-WAN'S answer. He   
turns away abruptly, kicking at the ground.  
  
ANAKIN: If it were up to the Supreme Chancellor, mom would   
be free already…  
OBI-WAN: I think you need to ask yourself if it would be   
fair to accept preferential treatment from Chancellor   
Palpatine. What would you say to a young child on a distant   
world whose family also suffers in bondage?   
  
ANAKIN looks both ashamed and angry. OBI-WAN puts his hands   
on the PADAWAN'S shoulders and straightens him up.  
  
OBI-WAN: Your mother will be freed soon, I promise you. The   
Senate, not Chancellor Palpatine, ultimately decides the   
schedule. Until then, you mustn't let your feelings on the   
matter distract you. Understand?  
  
ANAKIN manages the barest of smiles.  
  
ANAKIN: Yeah.  
OBI-WAN: (relieved) Good.  
  
The MASTER and APPRENTICE begin to walk off toward a   
TRANSPORT. As they move away, we can hear them converse.  
  
OBI-WAN: When did you learn so much about Destroyer Droids?  
ANAKIN: (enthusiastic) Oh, remember that time the Council   
sent us on that mission to Mechis III? There were these   
chrome war droids there that…  
  
  
EXT. GALAXY-OUTER-RIM-SIKATT SYSTEM  
  
Pan down to an unknown planet in the OUTER-RIM. Several   
small spacecraft streak past from behind and onward to the   
planet's surface.  
  
  
EXT. GALAXY-OUTER-RIM-SIKATT SYSTEM-SURFACE-DAYBREAK  
  
Half-buried LANDING CRAFT open hatches and begin to   
disgorge dozens then hundreds of ARMOR-CLAD TROOPERS. The   
TROOPERS begin rapidly advancing toward cities in the   
distance.  
  
  
EXT. CORUSCANT-JEDI TEMPLE-DAY  
  
We orbit around the outside of the magnificent JEDI TEMPLE,   
and then begin to zoom onto a large window to reveal a   
great TRAINING HALL.  
  
  
INT. JEDI TEMPLE-TRAINING HALL  
  
Several dozen JEDI are shown all around the hall in various   
stages of LIGHTSABER TRAINING. Two JEDI in particular are   
shown only from behind, one kneeling, one standing. Five   
REMOTE SEEKERS hover around the standing figure.  
  
A green LIGHTSABER is ignited, the REMOTES begin to orbit   
the standing figure, firing small electric shock charges.   
The standing figure deflects all of the beams in a complex   
pattern of movements. The REMOTES cease their attack and   
the standing figure turns off his LIGHTSABER. He turns to   
reveal OBI-WAN.  
  
OBI-WAN: Now my young Padawan, let's see that technique of   
yours.  
  
ANAKIN rises and the REMOTES attack as before. He deflects   
all the charges faster, more aggressively, but less   
gracefully. ANAKIN turns, deactivates his saber and starts   
to draw near OBI-WAN. He stops suddenly and lunges at the   
skittish REMOTES, which jump back. ANAKIN snickers and   
approaches his mentor.  
  
ANAKIN: I feel the Force Obi-Wan. I can feel it flowing   
through me.  
OBI-WAN: You feel it Anakin, but you do not yet control it.   
Don't be deceived by individual feats of skill. We have   
much work to do on your aggression level. You must learn to   
maintain calm.  
ANAKIN: And my swordsmanship?  
OBI-WAN: (grinning) I don't think we need much work there.  
  
OBI-WAN slaps ANAKIN on the shoulder and the training   
continues.  
  
  
EXT. GALAXY-OUTER-RIM-KESSEL-SURFACE-MIDDAY  
  
LANDING CRAFT impact the surface of the planet. Hundreds of   
ARMOR-CLAD TROOPERS are swarming toward COLONIES in the   
distance. The TROOPERS are only seen in extreme close-up   
and at odd angles; they are never shown clearly, their   
features always concealed.  
  
  
INT. CORUSCANT-JEDI TEMPLE-OBSTACLE HALL  
  
A complex and extensive OBSTACLE HALL is shown. ANAKIN   
proceeds through the seemingly impossible course with   
aggressive determination. OBI-WAN and JEDI MASTER MACE   
WINDU observe.  
  
MACE: You are to be commended Obi-Wan. Your Padawan learner   
is exceeding our expectations in most areas, despite his   
late start.  
OBI-WAN: Anakin still has much to learn. His Force-  
abilities are remarkable, but he still has difficulty   
controlling them.  
MACE: I have noticed that he does not refer to you as   
"Master" anymore…  
  
OBI-WAN looks slightly sheepish.  
  
OBI-WAN: I felt it brought up unnecessary memories of his   
past life. He always shows me the proper respect, of   
course.  
MACE: Of course.  
  
ANAKIN has successfully navigated the obstacles, and   
dismounts with an incredible gymnastic flip and twist   
followed by a perfect landing. The PADAWAN cannot suppress   
a cocky grin. WINDU rolls his eyes and shakes his head.  
  
MACE: Time and training Obi-Wan; maintain your watchful   
eye.  
  
  
EXT. GALAXY OUTER-RIM-BPFASSH-SURFACE-DUSK  
  
ARMOR-CLAD TROOPERS are overwhelming the token resistance   
the local populace is offering. Fires blaze out of control   
in the twilight. The TROOPERS seem unstoppable and   
everywhere.  
  
  
INT. CORUSCANT-JEDI TEMPLE-COURTYARD  
  
ANAKIN is holding an animated discussion with a group of   
APPRENTICES. OBI-WAN beckons him over.  
  
OBI-WAN: You can waste time with your friends later. Time   
to get on with your exercises.  
ANAKIN: Have you heard anything about fighting somewhere   
out on the edge of the Rim?  
OBI-WAN: (guarded) I don't seem to remember hearing   
anything like that.  
ANAKIN: (becoming animated again) Huu-Tho and Deak were   
telling me that they heard that there was some kind of a   
war going on out there!  
OBI-WAN: (suddenly stern) You should know to dismiss gossip   
until you have evidence. Now go on, I'll meet you at the   
Meditation Chamber.  
ANAKIN: Yes, Obi-Wan.  
  
There is a concerned look on OBI-WAN'S face as he watches   
ANAKIN depart.  
  
  
INT. JEDI TEMPLE-MEDITATION CHAMBER  
  
ANAKIN is sitting lotus-style, eyes shut in concentration.   
Various objects are position strategically around the room.   
The objects begin to each levitate in a specific order,   
guided by ANAKIN through the FORCE.  
  
  
INT. JEDI TEMPLE-MEDITATION CHAMBER-OBSERVATION ROOM  
  
OBI-WAN, MACE WINDU, and JEDI KNIGHT KI-ADI-MUNDI are half-  
observing ANAKIN on a vid-screen, while conversing with   
each other. ANAKIN can be seen deep in concentration on the   
screen behind them.  
  
OBI-WAN: I'm afraid some of the Padawan have caught wind of   
those reports, despite our best efforts to keep them quiet.   
No doubt rumors will soon find their way outside the Temple   
walls.  
KI-ADI: It would seem that our best efforts to keep quiet   
our ongoing investigation might have proven…   
inconsequential. Queen Amidala of Naboo has requested that   
a special Senate committee hear her concerning a possible   
threat to worlds on the Outer-Rim…  
  
There is a look of surprise on OBI-WAN'S face. He looks at   
MACE who nods his head in confirmation.  
  
KI-ADI: (cont'd) She is due to arrive within the week.  
OBI-WAN: Amidala. Now there's a name I've not heard in a   
long time.  
MACE: It would seem your Queen Amidala has become quite a   
figure in the politics of The Republic. Her wisdom and   
determination are known throughout the galaxy. (smirking) I   
hear she's quite beautiful as well.  
  
KI-ADI smirks also.  
  
OBI-WAN: To be sure, she's not my queen. And she was   
already beautiful when Qui-Gon and I first met her. Still,   
this is an interesting development. (coyly) I wonder what   
the chances of an audience may be?  
  
MACE goes along with the joke.  
  
MACE: Your chances may be better than you think. A Jedi   
Honor Guard is to escort the Queen upon her arrival,   
appointed by Supreme Chancellor Palpatine. You know how   
much of a shoe-in young Anakin is for Honor Guard duty.   
(knowingly) One must always keep a close watch on one's   
Padawan. If he's selected, I have a feeling an audience can   
be arranged.  
OBI-WAN: (sarcastically) I'm sure fate will smile upon him.  
MACE: Your Padawan's feelings for the Naboo Queen are no   
secret, Obi-Wan. Those feelings are normal, of course, but   
you must ensure Anakin does not act inappropriately.  
KI-ADI: (wistfully) I remember I was once a good-looking   
young buck fit for honor guard duty.  
  
The three JEDI laugh, but the laughter is cut short as   
ANAKIN loses his concentration.  
  
ANAKIN: (excited) Mom! No!  
  
The objects he was levitating crash to the ground. ANAKIN   
begins to throw a temper-tantrum and OBI-WAN rushes in to   
council him. The two senior JEDI look at each other   
gravely.  
  
  
INT. CORUSCANT-JEDI TEMPLE-MEDITATION CHAMBER  
  
OBI-WAN is attempting to council ANAKIN about his   
concentration and control.  
  
ANAKIN: It's the same vision again and again. I see an army   
of warriors. There's a dark figure, but I can't see its   
face. And then… I see mom. She's reaching out for me, but I   
can't get hold of her…  
OBI-WAN: You must learn to control your emotions. As a   
Jedi, the Force will allow you to see many things.   
Interpreting what it's telling you is an important part of   
your training. A Jedi cannot take all visions literally,   
Anakin. (putting his hand on ANAKIN'S shoulder) I know it's   
a difficult thing.  
ANAKIN: We're taught that the Force will guide us.   
Shouldn't I listen to what it's telling me?  
OBI-WAN: To use the Force instinctively is the easy part,   
Anakin. Visions, feelings… these are all passive powers we   
each possess. It is conscious control over the Force that   
makes a Jedi truly formidable.  
ANAKIN: It seems like it should be the other way around! I   
can remember Master Qui-Gon telling me to use my instinct!  
  
There is an uncomfortable pause.  
  
OBI-WAN: Qui-Gon is one with the Force, Anakin. He can no   
longer train you.  
ANAKIN: (chastised) I'm sorry Obi-Wan, it's so confusing   
sometimes. (hesitant) Um, Obi-Wan, I have a question that   
I've wanted to ask you for a long time, but I wasn't sure   
if it was appropriate…  
OBI-WAN: Never be afraid to ask any question.  
ANAKIN: Um, ok. The warrior that defeated Master Qui-Gon,   
the warrior that you defeated… was he a Jedi?  
  
OBI-WAN looks uncomfortable for a moment, and ANAKIN   
regrets the question. The older KNIGHT suddenly seems   
contemplative. He sits down beside ANAKIN and begins to   
speak.  
  
OBI-WAN: The creature that murdered Qui-Gon was no Jedi,   
but it was skilled in the ways of the Force. By all   
accounts, it should have been extinct.  
ANAKIN: Extinct?  
OBI-WAN: It should have been extinct for a thousand years.   
It was about that long ago that the Jedi defeated the last   
of the Sith.  
ANAKIN: The Sith? I've heard that word before, but we've   
never been taught about them.  
OBI-WAN: Thousands of years ago, a Jedi Knight decided that   
he should use his powers to dominate, not to serve. He   
broke away from the Jedi and founded the Sith Order. For   
years the Sith gathered their forces and practiced the dark   
side of the Force.  
ANAKIN: (hushed) The dark side…  
OBI-WAN: When the Sith felt that they were strong enough,   
they waged war against the Jedi and threatened the entire   
Republic. Many lives were lost in the conflict, but   
ultimately the Sith defeated themselves.  
ANAKIN: How so?  
OBI-WAN: Because of the dark side. The dark side feeds off   
anger, fear, and aggression. The Sith fought amongst   
themselves for power and control. In the end they destroyed   
each other. Those few who survived were hunted down and   
wiped out by the Jedi.   
ANAKIN: But if they were all destroyed, how could one have   
killed Master Qui-Gon?  
OBI-WAN: That question remains to be answered Anakin. That   
is why it is so important that we train. The Sith were a   
powerful and terrible enemy.  
ANAKIN: But you defeated one, Obi-Wan.  
OBI-WAN: It would appear I did…  
  
KENOBI changes the subject:  
  
OBI-WAN: (cont'd) I'd almost forgotten Anakin; I have some   
news for you. It would seem that Queen Amidala is coming to   
address the Senate.  
ANAKIN: Padmé? (very excited) When will she be here?  
OBI-WAN: (teasing) A Planetary Sovereign coming to   
Coruscant to address the Senate, and you're not even the   
slightest bit curious as to why?  
ANAKIN: (backpedaling) Um, of course, ahh, what business   
brings her here…  
OBI-WAN: You'll never find work as an actor. She will   
arrive sometime within the next few days, so I'd prepare   
your dress uniform. Thanks to Supreme Chancellor Palpatine,   
you've been selected as one of the Queen's Honor Guard.  
ANAKIN: Really? I hope I get a chance to thank him. Padmé…   
it seems like forever since I've seen her.  
  
  
EXT. CORUSCANT-LANDING PLATFORM  
  
SUPREME CHANCELLOR PALPATINE has arrived on the large   
Senate landing platform with his SENATE GUARD. The JEDI   
HONOR GUARD, including ANAKIN is present. OBI-WAN does not   
stand with the HONOR GUARD but with CHANCELLOR PALPATINE.  
  
The QUEEN'S ROYAL STARSHIP descends gracefully to the   
platform as the escorting N-1's break off. The exit ramp   
lowers and security personnel issue forth. Several of the   
security guards are GUNGANS, dressed in the livery of the   
QUEEN'S Security.  
  
QUEEN AMIDALA of NABOO appears, along with several   
HANDMAIDENS. AMIDALA is about 24 years of age and extremely   
beautiful. She is dressed in an ornate gown, but not quite   
so ornate as the first time she addressed the SENATE.  
  
As she descends the ramp, an older man, tall and dark with   
an immaculately trimmed goatee, takes her arm and the two   
walk down together. This is BAIL ORGANA, PRINCE OF   
ALDERAAN. A very large man whose expression is all business   
accompanies THE PRINCE. This is his bodyguard, KABERRA.  
  
The JEDI HONOR GUARD snaps to attention with their   
LIGHTSABERS as CHANCELLOR PALPATINE bows and OBI-WAN   
kneels. ANAKIN, behind his LIGHTSABER, has his eyes fixed   
on BAIL ORGANA, scrutinizing him. His expression becomes a   
slight scowl.  
  
PALPATINE: Welcome back to Coruscant, Your Majesty. It's a   
pleasure to see you again. Unfortunately my duties prevent   
me from returning to Naboo as often as I'd like.  
AMIDALA: Of course, Supreme Chancellor. (indicating) Allow   
me to present Prince Bail Organa of the Sovereign System of   
Alderaan.  
BAIL: Greetings Supreme Chancellor. We've met before but   
only briefly.  
PALPATINE: Yes, it was at the Kaalida Conference, was it   
not?  
BAIL: Yes, that's correct.   
PALPATINE: As I remember you were quite outspoken about   
your support for a unified Republic Fleet.  
BAIL: I see you don't easily forget people who support your   
own views, Supreme Chancellor.  
  
AMIDALA directs her gaze to OBI-WAN. She speaks,   
effectively interrupting BAIL and PALPATINE.  
  
AMIDALA: Rise Obi-Wan Kenobi. It is a great pleasure to see   
you once again. Would you do me the honor of accompanying   
me to my quarters? It would seem that we have some catching   
up to do.  
OBI-WAN: (rising) The honor is mine, Your Majesty.  
  
The QUEEN'S entourage leaves with PALPATINE and OBI-WAN. We   
focus on ANAKIN, head straight forward but eyes straining   
to follow BAIL and the QUEEN. There is a scowl on his face.   
One of the other HONOR GUARD whispers to him:  
  
JEDI HONOR GUARD #1: (whisper) Anakin, did you see her?   
She's beautiful! Whoa, your Master really lucked-out.  
ANAKIN: (agitated whisper) Shut up.  
  
  
INT. CORUSCANT-QUEEN AMIDALA'S CHAMBERS  
  
AMIDALA, her HANDMAIDENS and OBI-WAN are present. Two JEDI   
HONOR GUARDS and two of the QUEEN'S own security are posted   
outside the door.  
  
AMIDALA: Please make yourself comfortable Obi-Wan.  
OBI-WAN: As you wish, M'Lady.  
PADMÉ: Please, it's Padmé. Just Padmé.  
  
As OBI-WAN takes a seat PADMÉ'S HANDMAIDENS hustle her   
behind an ornate changing screen. They begin the complex   
task of removing her elaborate gown.  
  
OBI-WAN: It's a pleasure to see you Padmé, though from what   
I understand it is once again due to grave circumstance.  
PADMÉ: I'm afraid it is. I have in my possession evidence   
that a monstrous threat to the galaxy has reared its head   
out on the Rim. I am fearful that Naboo could be caught in   
the middle.  
  
As PADMÉ speaks her HANDMAIDENS are removing more and more   
of her clothing. OBI-WAN notices that there is a mirror   
strategically placed that can allow him to see the QUEEN   
behind the screen. OBI-WAN is trying hard not to stare at   
her.  
  
OBI-WAN: (probing) What could this threat possibly be? We   
triumphed over the Trade Federation, and in that time   
you've reestablished a standing military.  
  
He leans forward in the chair toward the mirror that   
reveals the changing girl; despite himself, he is watching   
her.  
  
OBI-WAN: (cont'd) What could cause you such concern?  
PADMÉ: Really Obi-Wan, you need to practice the fine art of   
lying in front of a mirror, it just doesn't suit you.   
  
OBI-WAN abruptly rises from the chair turns his back on the   
mirror, self-conscious.  
  
PADMÉ: (cont'd, smiling) I would think the "guardians of   
justice" in the Republic would have quite extensive   
intelligence…  
OBI-WAN: (recovering) I'll keep your suggestion in mind.   
There are rumors, Padmé. Hints and stories. Nothing   
substantial. Nothing we can confirm.  
PADMÉ: All will be revealed shortly when I address the   
Senate. But enough of this dreadful topic for now…  
  
The HANDMAIDENS have completed dressing PADMÉ for her   
hearing and she steps out from behind the changing screen,   
resplendent.  
  
PADMÉ: (cont'd) How have you been, Obi-Wan?  
OBI-WAN: My life of service as a Jedi is rewarding. It's a   
life I continue to choose freely, and I have never   
regretted it. (he pauses briefly) Not even when I lost Qui-  
Gon.  
  
A compassionate look crosses PADMÉ'S beautiful face and she   
takes OBI-WAN'S hand in hers.  
  
PADMÉ: Neither my people nor myself could ever possibly   
express our gratitude and debt for your sacrifice and that   
of your noble master's. Which reminds me… how is Annie's   
training coming along? We haven't gotten to see each other   
very much recently. I've missed him.  
OBI-WAN: Well, Anakin is at the top of his class in nearly   
all of his studies. He's eager to see you, whenever there's   
a chance.  
PADMÉ: Certainly, Obi-Wan.   
  
PADMÉ picks up a small disk off a table and hands it to   
OBI-WAN.  
  
PADMÉ: (cont'd) Will you give him this message?  
OBI-WAN: I'll be happy to deliver it. Allow me to take my   
leave now, as I have matters that need attending. It was a   
pleasure to talk with you. I hope we may have occasion to   
speak again before your departure.  
  
He performs a short, formal bow.  
  
OBI-WAN: (cont'd) By your leave, Your Majesty.  
PADMÉ: Of course Obi-Wan. We'll see each other again, I'm   
sure of it. Don't forget to give Annie my message.  
  
OBI-WAN begins to exit, but stops and looks back over his   
shoulder.  
  
OBI-WAN: Padmé?  
PADMÉ: Yes?  
OBI-WAN: Just a bit of advice: do yourself a favor, and   
don't call him "Annie".  
  
OBI-WAN exits the chamber smirking. PADMÉ'S HANDMAIDENS   
begin to giggle and she gives them a stern look.  
  
  
INT. CORUSCANT-SENATE BUILDING-SPECIAL HEARING CHAMBER  
  
Approximately twenty-odd representatives from various   
systems are gathered in the room. It is much smaller than   
the massive main SENATE CHAMBER where the floating   
platforms are required.  
  
CHANCELLOR PALPATINE and vice-chairman MAS AMEDDA are at   
the head, and BAIL ORGANA is present with KABERRA dutifully   
at his side. QUEEN AMIDALA enters with several of her   
HANDMAIDENS, and ASTROMECH DROID R2-D2. The JEDI HONOR   
GUARD including ANAKIN and OBI-WAN are present, flanking   
the assembly.  
  
MAS AMEDDA: All rise for Her Majesty Queen Amidala of the   
sovereign system of Naboo.  
  
All present in the chamber rise.  
  
AMIDALA: Thank you, please be seated.  
  
The representatives sit as AMIDALA begins to speak from a   
podium.  
  
AMIDALA: (cont'd) Honorable senators and representatives, I   
have requested this special committee to hear evidence of a   
terrible threat which holds the promise of unraveling the   
very fabric of the Republic.  
  
Murmurs are heard among the audience.  
  
AMIDALA: (cont'd) Since the immoral and illegal invasion of   
my homeworld by a rogue franchise of the Trade Federation,   
Naboo has striven to become a sentinel of sorts. We have   
re-established a standing planetary defense force, and with   
that, an intelligence service whose roots have branched out   
through the galaxy considerably since it's inception. It is   
our intelligence that began to receive strange information   
some time ago, improbable reports of isolated Rim planets   
being invaded and occupied by forces unknown.  
  
Murmurs once again from the assemblage.  
  
AMIDALA: (cont'd) Several of our operatives have gone   
missing while undertaking missions to the systems in   
question. After careful and deliberate study, we have come   
to a startling conclusion. This invader is not a threat   
from afar but a threat from the past risen anew.  
  
AMIDALA pauses briefly for effect, then continues.  
  
AMIDALA: (cont'd) We have every reason to believe the   
ancient warrior-clan once known as the Mandalore are   
invading and occupying systems on the frontier, and are   
moving their way inward to the Core systems.  
  
There are astonished gasps and rumblings from the   
committee. OBI-WAN looks thoughtful.  
  
AMIDALA: While en route to Coruscant, one of our most   
trusted operatives beamed this transmission:  
  
AMIDALA makes a gesture to R2-D2 and a HOLOGRAPHIC DISPLAY   
comes to life. The signal is filled with static, and it is   
obviously depicting a very chaotic scene.  
  
The HOLOGRAM depicts massive fighting. The camera zooms in   
on an armored individual and freeze-frames. It is wearing a   
weapon-covered armored spacesuit of a symmetrical design.   
The helmet has a "T" shaped visor slit.  
  
AMIDALA: (Cont'd in voice-over) Behold the face of our   
enemy!  
  
ANAKIN is some distance from AMIDALA with the rest of the   
ceremonial guard, and for the first time his eyes are not   
upon the beautiful QUEEN but the HOLOGRAM. His face betrays   
shock and disbelief.  
  
ANAKIN: (loud whisper) It's them!  
  
The paused projector clearly shows several dozen of the   
warriors, clad in the archaic MANDALORIAN ARMOR. The   
revelation is met with… awkward silence. Some coughing is   
heard, and some shuffling; this is clearly not the reaction   
QUEEN AMIDALA expected.  
  
AMIDALA: (unflappable) The validity of this transmission is   
without question. An evil seems to have risen from the   
depths of the distant past. Naboo stands at the frontier of   
its inexorable advance. I call upon the combined militaries   
of the Republic to make a stand against this tide of   
darkness, before it swallows everything in its path.  
  
AMIDALA has concluded her presentation and her plea. After   
a few more moments of dreadful silence, some of the   
attendees decide to speak.  
  
ORN FREE TAA: With all due respect, Queen Amidala, I am   
sure you know your galactic history as well as I. (he   
pauses for effect) The entire Mandalorian race has been   
extinct for eons. Their menace is dead and gone, Your   
Majesty, thanks to the noble Jedi.  
BASKOL YEESRIM: I am having… difficulty with this, as well…   
Do you expect us to believe that an entire race has been   
miraculously resurrected and is now threatening the   
Republic? How could this be? I would hope you have more   
proof than this single bit of transmission...  
BAIL: (rising abruptly) I vouch for Queen Amidala's   
credibility! Instead of ignoring the obvious, you should be   
dealing with the reality!  
  
QUEEN AMIDALA remains demurely seated; she exchanges a   
raised eyebrow with PALPATINE in the ensuing uncomfortable   
atmosphere.  
  
ORN: Senator Organa, you must admit that this is a bit   
outrageous! What could you possibly hope to accomplish with   
these scare tactics?  
  
BAIL continues in an animated fashion while AMIDALA remains   
dignified and placid.  
  
BAIL: We have grown fat and complacent, hiding behind the   
security the Jedi provide. But our worst fears are now   
realized and nobody wants to accept the truth. The Galactic   
Republic has left itself vulnerable!  
MAS: That is enough. We will have order!   
  
BAIL'S commentary drops off at the sound of MAS AMEDDA'S   
commanding voice.  
  
PALPATINE: This does not appear to be a problem that will   
be solved with rhetoric or academic debate… Queen Amidala,   
your claim is a serious one, serious enough to warrant   
immediate action. I will use all my powers of office to   
discover the truth behind these alleged attacks in the most   
expeditious manner possible. Your Majesty, if you've   
concluded your presentation, I call this hearing adjourned!  
  
  
INT. CORUSCANT-MUSEUM OF GALACTIC HISTORY  
  
A MANDALORIAN SUPERCOMMANDO stands menacingly. OBI-WAN is   
in the MUSEUM OF GALACTIC HISTORY, staring contemplatively   
at a suit of the weapon-covered armor posed behind a   
transparent case in one of the museum's more esoteric   
displays. A computerized female voice (which is part of the   
display) speaks in a voice-over:  
  
COMPUTER: (voice over) …spread chaos throughout The   
Republic during the Great Sith War. Jedi and Republic   
forces exterminated the last of the Mandalore on an   
uncharted Outer-Rim world over one thousand years ago.  
MALE VOICE: A terrifying prospect, wouldn't you agree?  
  
OBI-WAN, slightly startled, turns to see CHANCELLOR   
PALPATINE approach him, SENATE GUARDS at a respectful   
distance.  
  
OBI-WAN: (slight, formal bow) Supreme Chancellor, I didn't   
hear your approach.  
PALPATINE: You must be lost in thought Obi-Wan Kenobi. I   
never knew it was this easy to sneak up on a Jedi.  
OBI-WAN: (smirking) It normally isn't. If I may say so,   
your insight serves you well. Queen Amidala has brought   
some disturbing news indeed. (looking up at the armor) The   
Republic almost fell to these warriors and their Sith   
overlords. There were many more Jedi back then…  
PALPATINE: I consider myself a student of history, as you   
may be aware. A number of the other Senators consider Queen   
Amidala's information dubious at best, but I have learned   
that the most obvious conclusion is usually the correct   
one. I have also learned to trust Queen Amidala's   
instincts. Prince Organa is a very lucky man.   
OBI-WAN: Lucky?  
  
OBI-WAN looks terribly confused, then his expression   
changes as if he has had an epiphany.  
  
OBI-WAN: (cont'd) You don't mean to say that-  
PALPATINE: There aren't many Royal Houses left in the   
Galaxy. Political marriages have been conducted for many   
generations. It is tradition…  
OBI-WAN: Most interesting. And rather obvious, in   
retrospect. It would seem that at least some ancient   
traditions of the Republic remain secure, Chancellor   
Palpatine.  
PALPATINE: The Republic has been lulled into a false sense   
of security, inadvertently, by the noble order you yourself   
are part of. The protection that the Jedi offer needs to be   
augmented by a Starfleet capable of dealing with an outside   
threat like the one these Mandalore may pose.  
  
OBI-WAN becomes unusually defensive.  
  
OBI-WAN: With all due respect Supreme Chancellor, the Jedi   
have been guardians of peace and justice for a thousand   
generations. We dealt with these warriors the first time   
and will defeat them again if we must. Our effectiveness   
cannot be questioned.  
PALPATINE: (placating) Of course not, nor is it. There will   
always be a place for the Jedi Knights as long as I'm   
Supreme Chancellor, I can assure you.   
  
PALPATINE takes another look up at the MANDALORIAN ARMOR.  
  
PALPATINE: (cont'd) But if this Mandalorian threat does   
prove real, we will need more resources to defeat them than   
can currently be assembled. That is why I've been   
campaigning as I have for increased centralized military   
strength.  
  
The SUPREME CHANCELLOR tears his eyes from the display and   
looks at OBI-WAN. He answers the KNIGHT'S frown with an   
ingratiating smile.  
  
PALPATINE: (cont'd) You must understand that the Republic   
Fleet and the Jedi would work together for mutual benefit.   
As far as Queen Amidala's claims are concerned, it is   
important we move quickly to discover the truth behind   
them.  
OBI-WAN: Agreed. I must compliment you on your commitment   
to action Chancellor.  
  
The SUPREME CHANCELLOR changes the subject.  
  
PALPATINE: One last thing; perhaps you should keep this   
talk of marriage between the Houses of Naboo and Alderaan   
to yourself. It is just speculation at this point, after   
all.  
OBI-WAN: I understand. Allow me to take my leave Supreme   
Chancellor. There is little time for preparation.  
  
OBI-WAN begins to depart but PALPATINE stops him.  
  
PALPATINE: Kenobi!  
OBI-WAN: (stops and turns) Yes?  
PALPATINE: May the Force be with you.  
  
The JEDI looks at the SUPREME CHANCELLOR strangely for a   
moment. Unsure how to respond, he performs a short, quick   
bow. OBI-WAN turns and departs. PALPATINE looks up at the   
looming display, and breaks into a peculiar smirk.  
  
  
INT. CORUSCANT-JEDI TEMPLE-CORRIDOR  
  
OBI-WAN is walking down the corridor. Various other JEDI   
come and go about their business. ANAKIN pops into the   
corridor. He looks around and sees OBI-WAN, then runs up to   
him, a little out of breath. OBI-WAN stops and waits for   
him.  
  
ANAKIN: I've been looking everywhere for you.  
OBI-WAN: I was just on my way to see you.  
ANAKIN: Did you talk to her?  
OBI-WAN: Yes-  
ANAKIN: (interrupting) How is she? What'd she say?  
OBI-WAN: Will you relax?  
  
OBI-WAN and ANAKIN begin to walk.  
  
ANAKIN: Sorry.  
OBI-WAN: That's better. The Queen is quite eager to see   
you, Padawan. She is also quite concerned about recent   
events.  
ANAKIN: She's not the only one. That video that Artoo   
showed, with the masked warriors… they're the ones I've   
been seeing. In my vision.  
  
OBI-WAN stops and appraises his APPRENTICE.  
  
OBI-WAN: Are you sure?  
ANAKIN: It's them. Obi-Wan, do they really exist?  
OBI-WAN: I honestly don't know. They certainly were real,   
once, but that was a long time ago. Amidala is convinced   
they're back, and so is Prince Organa.  
ANAKIN: Hey, what's up with him anyway?  
OBI-WAN: The Prince? (guarded) The Houses of Alderaan and   
Naboo are united in their goal of goading the Senate into   
action. They're allies.  
ANAKIN: (unconvinced) Allies. Well, whatever. Am I going to   
get a chance to see her, or do I get to pull guard duty   
tonight?  
OBI-WAN: She gave me this message for you.  
  
He produces the disk from his robe. ANAKIN snatches it from   
his MASTER'S hand.  
  
OBI-WAN: (cont'd) Amidala is very special, Anakin… take   
some time to appreciate the value of your friendship. I   
want you to meditate briefly on it.  
ANAKIN: I will. I've gotta go read this!  
OBI-WAN: Go!  
ANAKIN: (smiling) Okay.  
  
ANAKIN starts off at a trot, but suddenly stops and looks   
back.  
  
ANAKIN: (quizzical) Was there something else you wanted to   
tell me?  
OBI-WAN: Not that I can think of.  
ANAKIN: You sure?  
  
OBI-WAN waves his PADAWAN off.  
  
OBI-WAN: Go see her!  
  
ANAKIN smiles again and takes off. OBI-WAN'S smile slowly   
fades and is replaced with a look of unease.  
  
  
EXT. CORUSCANT-LANDING PLATFORM-QUEEN'S STARSHIP  
  
AMIDALA'S sleek STARSHIP lies at rest beside the landing   
platform. Two of the QUEEN'S GUARDS are posted. CAPTAIN RIC   
OLIÉ is underneath the port wing of the shining craft,   
inspecting it. He occasionally runs a cloth over the   
gleaming skin. ANAKIN makes his way over to RIC.  
  
ANAKIN: Ric!  
RIC: Anakin! How've you been?  
  
The two pilots join hands. ANAKIN unabashedly appraises the   
SHIP.  
  
RIC: How have they been treating you? Letting you fly   
anything decent?  
ANAKIN: I wish. Nothing like this…  
  
ANAKIN indicates the NUBIAN. He changes the subject, but   
his interest is still with the chrome ship.  
  
ANAKIN: Padmé left me a message to meet her here… is that a   
torpedo bay?  
RIC: Yeah, our engineers have retrofitted several weapon   
systems into the hull at the Queen's request.  
  
ANAKIN begins to walk around as much of the ship as the   
platform allows, inspecting the various new modifications.   
He's in pilot-heaven.  
  
ANAKIN: Oh… you have recessed cannons… T-88's. Any   
modifications to the shields?  
RIC: The deflectors have been upgraded at the expense of a   
slower hyperdrive, but it's a fair trade-off.  
  
Some electronic whistling is heard and ANAKIN turns to see   
ARTOO. The little DROID rolls up to him.  
  
ANAKIN: Artoo! You staying out of trouble?  
  
He bends down and pats the DROID. ARTOO beeps his assent.  
  
ANAKIN: Good.  
FEMALE VOICE: I hope you're as happy to see me as you are   
that ship…  
  
ANAKIN turns to see PADMÉ step out from behind a strut. She   
is beaming. ANAKIN jumps up and walks over to her.  
  
ANAKIN: Padmé!  
  
The two embrace. ANAKIN easily picks her up off the ground   
and whirls her around once.  
  
PADMÉ: Sorry to sneak up on you, but I wanted to watch you   
drool all over the ship.  
ANAKIN: Drool? Me?  
RIC: Hey, Anakin, I'll se you later, okay!  
ANAKIN: Okay! I'll see you!  
RIC: M'Lady…  
  
The two walk away from the ROYAL STARSHIP, AMIDALA holding   
onto ANAKIN'S arm. ARTOO trails behind them.  
  
ANAKIN: That little droid never lets you out of his sight,   
does he?  
PADMÉ: Artoo? He's my best friend.  
  
She stops and gives the plucky DROID a quick hug. ARTOO   
whistles.  
  
PADMÉ: Well, my second best friend.  
  
She stands up.  
  
ANAKIN: You don't mind if I borrow him for a little while,   
do you? I've been playing around with a holo-projector that   
I'd like to try out.  
PADMÉ: Well, you know how my security is. Even you'll have   
to clear it through them. I'm happy just as long as you   
don't blow him up.  
  
ANAKIN gives a wry smile.  
  
ANAKIN: Trust me.  
  
ARTOO lets out a questioning shriek.  
  
PADMÉ: What did you think of my speech?  
ANAKIN: (frowning) I'm convinced. I'm not sure about anyone   
else.  
PADMÉ: I kind of got that feeling too.  
  
They begin to walk again.  
  
PADMÉ: I wouldn't say something like that unless I knew it   
to be absolutely true. Those warriors do exist; I fear   
there's terrible danger.  
ANAKIN: I believe you. In fact - I've seen them myself.  
PADMÉ: You have? Where?  
ANAKIN: Ask me again sometime.  
  
PADMÉ gives him a strange look – ANAKIN abruptly changes   
the subject.  
  
ANAKIN: So who's your traveling companion?  
PADMÉ: Prince Bail Organa. (teasing) Why do you ask?  
ANAKIN: (unconvincing) No reason.  
  
There is a short pause in the conversation.  
  
ANAKIN: (cont'd) A Prince, huh? He must be rich…  
PADMÉ: Actually, he has considerable wealth… you should see   
his estate on Alderaan-  
ANAKIN: (jealous) Whatever. I'm sure it's almost as   
beautiful as my barracks.  
  
PADMÉ has pushed ANAKIN'S buttons; he is starting to loose   
his cool. The QUEEN relents.  
  
PADMÉ: (reassuringly) Anakin, Bail is a friend and a strong   
ally. It's important we display a united front to the   
Senate.  
ANAKIN: (lightening up) You said that these warriors are   
working their way Coreward from distant points on the Rim.  
PADMÉ: That's correct.  
ANAKIN: That would mean Tatooine is at risk.  
  
PADMÉ shows concern.  
  
PADMÉ: I'd thought of that. There still hasn't been an   
emancipation mission, has there?  
  
ANAKIN shakes his head, indicating negative.  
  
PADMÉ: Our intelligence is tracking events as closely as   
possible. So far we have no information of any aggression   
toward systems in the same quadrant as Tatooine.  
  
PADMÉ takes the young PADAWAN'S hand.  
  
PADMÉ: (cont'd) I'm sure she's all right.  
  
The two youths take a long moment to look into each other's   
eyes; ANAKIN unexpectedly breaks the silence.  
  
ANAKIN: (cont'd) You look beautiful.  
PADMÉ: (slightly embarrassed) And you… haven't changed.  
  
The two smile at each other again.  
  
  
INT. CORUSCANT-JEDI TEMPLE-JEDI COUNCIL CHAMBER  
  
The JEDI COUNCIL is present. An alien JEDI MASTER, INC   
TRESK has replaced EVEN PIELL, who has returned to field   
duty. MACE WINDU enters the chamber and takes his seat   
beside YODA. All look serious.  
  
MACE: The Supreme Chancellor has concluded consultations   
with his advisors. He has decided to send an Expeditionary   
Force, Jedi-led, to several outlying systems.  
SAESEE TIIN: When is this force to deploy?  
MACE: Preparations for departure begin as we speak. We will   
know in the next few days whether Queen Amidala's   
information is accurate.  
YODA: Important the truth we discover in this matter. A   
coincidence it would not be, if returned both the Mandalore   
and the Sith have. Biding their time these dark forces have   
been, I fear.  
SAESEE: It has been many years since the alleged Sith Lord   
killed Qui-Gon Jinn.  
MACE: (Slightly annoyed) Not alleged. It was a Sith Lord   
who defeated Master Qui-Gon.  
SAESEE: Then where have the Sith been since Jinn's death?   
We have scoured the Republic and found no trace of them.   
Just as it should be.  
INC TRESK: I agree. Both the Sith and their Mandalorian   
allies were defeated ages ago. This talk of their return is   
the worst kind of paranoia.  
KI-ADI: Paranoia? Have you delved into the currents of the   
Force, lately?  
INC: (haughtily) Do you suggest that you are more in touch   
with with the Living Force than I, Master?  
KI-ADI: I suggest that your vision is possibly… clouded.  
INC: Clouded? Because I dismiss superstitious prophecy that   
you wholeheartedly embrace?  
KI-ADI: Obviously you refer to the Chosen One –  
SAESEE: Again the Council is dragged into the fairy tale of   
the Chosen One! Anakin Skywalker is a late-trained Padawan   
with a high midi-chlorian count, nothing more.  
MACE: (incredulous) How could you possibly-  
  
YODA interrupts. The force of his character dominates the   
chamber.  
  
YODA: (eyes shut) Mmmm… proud would the Sith be, of their   
accomplishment. Bickering like small children, the Council   
has been reduced to?  
  
The bickering members of the COUNCIL look ashamed. YODA   
continues unabated.  
  
YODA: (cont'd) So pompous have we become. A lesson from the   
Sith we could learn. Yes, yes, a lesson. Unlearn what we   
think we know. Patience the Sith have, and patience the   
Jedi need to rediscover. Laughing the Sith would be, at   
this divisiveness…  
  
  
INT. JEDI TEMPLE-PADAWAN BARRACKS  
  
JEDI APPRENTICES are busy preparing for their upcoming   
mission. PADAWAN are dressed out in their COMBAT UNIFORMS;   
black, dark brown and form fitting, sans robes. There is   
much excitement and the young PADAWAN are busy speculating   
about the future. HUU-THO, DEAK and ANAKIN are in the midst   
of a discussion. ARTOO stands vigilant at ANAKIN'S side.  
  
DEAK: …covered with weapons! You're not even supposed to be   
able to cut through their armor with a lightsaber!  
  
ANAKIN and HUU-THO each give DEAK disparaging looks.  
  
DEAK: I swear!  
HUU-THO: (subtitled) A lightsaber can cut through anything.  
DEAK: Except Mandalorian armor! Anakin, help me out. You   
know some material is more resistant to lightsabers than   
others.  
ANAKIN: I don't know, 'sabers can cut through carbonite,   
but it does take some time.  
HUU-THO: (subtitled) See, I told you.  
DEAK: Whoa, wait, he said it takes time! If you're in   
combat and…  
  
As HUU-THO and DEAK continue their friendly debate, a   
strange look crosses ANAKIN'S face. He closes his eyes and   
becomes very still.  
  
ANAKIN: (whisper) Mom?  
  
ANAKIN'S friends are now engaged in mock swordplay,   
ignoring his increasingly agitated state. ANAKIN'S head is   
twitching occasionally in time to eye movement evident   
under his eyelids.  
  
DEAK: With an upward thrust, followed by a -  
  
Alarmed whistles and beeps from ARTOO interrupt DEAK. HUU-  
THO takes notice as well.  
  
ANAKIN: Mom?  
HUU-THO: (subtitled) Anakin, are you all right?  
  
OBI-WAN'S PADAWAN is not all right. He suddenly flails out,   
landing on his posterior, knocking over some equipment.  
  
ANAKIN: Mom! Mother, no!  
DEAK: Hey! Snap out of it! Anakin!  
  
HUU-THO and DEAK grab ANAKIN but he is tough to handle.   
ARTOO is wheeling around in circles, making frantic noise.   
By now a group of PADAWAN are forming around them. ANAKIN   
finally opens his eyes. He is sweating and looks fatigued.  
  
ANAKIN: Mom…  
  
He looks up at his friends.  
  
DEAK: Hey man, are you okay?  
  
ANAKIN stands up slowly.  
  
ANAKIN: I've got to get out of here… leave me alone…  
  
DEAK, HUU-THO and a couple other PADAWAN are still holding   
onto ANAKIN  
  
ANAKIN: Let go! I'm fine!  
  
He abruptly shakes them off and stalks out of the barracks.   
The remaining PADAWAN look at each other, dumbfounded.   
ARTOO coos in confusion.  
  
  
INT. CORUSCANT-JEDI TEMPLE-KNIGHT BARRACKS  
  
There is an obvious heightened state of activity. OBI-WAN   
is assisting his peers with their gear and uniforms. ANAKIN   
rushes up to him and pulls him aside.  
  
ANAKIN: Obi-Wan, I must speak with you.  
OBI-WAN: Of course, what is it?  
ANAKIN: We need to go to Tatooine.  
OBI-WAN: Anakin, what are you talking about?  
ANAKIN: The vision, it's changed. (desperate) She's going   
to die Obi-Wan, they're going to kill her!   
  
ANAKIN is beginning to attract the attention of some of the   
other KNIGHTS, to OBI-WAN'S chagrin. He grabs ANAKIN by the   
arm and pulls him aside.  
  
OBI-WAN: Calm yourself. Tell me exactly what you saw.  
ANAKIN: It's different now… The warriors, they're the   
Mandalore. The dark figure is leading them. They kill her   
Obi-Wan, I can feel it. They kill my mother!  
  
OBI-WAN lets out a weary sigh.  
  
OBI-WAN: There's no evidence whatsoever of any unusual   
activity in the Tatooine system – we would know about it.  
ANAKIN: I need to know if she's all right!  
OBI-WAN: (stern) The Supreme Chancellor has given you your   
orders, and you will follow them Padawan Skywalker. You   
will gather your gear and muster on the North Platform at   
daybreak tomorrow. This is an important mission Anakin.  
ANAKIN: But-  
  
ANAKIN suddenly stops himself, with an odd look on his   
face. He briefly squeezes his eyes shut then opens them.  
  
ANAKIN: (cont'd) You're keeping something from me Obi-Wan,   
what is it?  
OBI-WAN: (irritated) Anakin your behavior is bordering on-  
ANAKIN: It's about Padmé! What is it? What don't you want   
me to know about her?  
  
OBI-WAN is angry but begins to look sheepish in light of   
ANAKIN'S clairvoyance. He has underestimated his PADAWAN.  
  
OBI-WAN: Anakin-  
ANAKIN: That old man, Prince Organa! What's he have to do   
with it?  
  
ANAKIN trails off as he realized the full extent of the   
secret OBI-WAN was attempting to keep. OBI-WAN uses this   
lull to take charge again. ANAKIN does not resist.  
  
OBI-WAN: (Annoyed, angry whisper) What's gotten into you?   
Where is your focus? This mission is what matters. There is   
no mother, no Prince Organa, no Amidala. That is the end of   
it. Are we clear, Padawan?  
  
ANAKIN is stunned. His mind is clearly elsewhere. After a   
long pause, the shaken PADAWAN speaks.  
  
ANAKIN: Clear.  
  
  
INT. OUTSIDE QUEEN AMIDALA'S QUARTERS  
  
ANAKIN stomps up to the two ROYAL NABOO GUARDS posted   
outside the QUEEN'S door.  
  
ANAKIN: I must speak with the Queen.  
GUARD: I'm sorry, sir, but Her Royal Majesty is not in.  
ANAKIN: (impatient) Where is she?  
GUARD: Her Majesty and Prince Organa are attending a dinner   
meeting. (pause) I'll be happy to convey a message, sir.  
ANAKIN: (annoyed) Where's the meeting?  
GUARD: (slightly put-out) Sir, this is a State function.   
Prince Organa left specific instructions not to be   
disturbed.  
  
ANAKIN makes a peculiar gesture with his hand.  
  
ANAKIN: Tell me where the meeting is.  
  
  
INT. RESTAURANT  
  
AMIDALA and BAIL are finishing up a late dinner meeting   
with LOBBYISTS, HEADS OF INDUSTRY and SENATORS. The two   
royal leaders extend formal farewells as their guests file   
out. All eventually depart, leaving BAIL and AMIDALA alone.   
The QUEEN looks at BAIL and laughs a little. KABERRA nods   
to the PRINCE, then steps outside.  
  
AMIDALA: You know how I hate this.  
  
BAIL moves to pour a drink for AMIDALA and himself.  
  
BAIL: (smiling) But this is the very essence of politics,   
my Queen.  
  
He picks up two beautiful glasses, brings them over and   
proffers one to AMIDALA.  
  
  
EXT. CORUSCANT-GALLERY ACROSS FROM RESTAURANT  
  
ANAKIN is making his way in an expeditious manner to find   
PADMÉ when he catches sight of her and BAIL. ANAKIN tries   
to conceal himself so that he can observe.  
  
  
INT. RESTAURANT  
  
AMIDALA takes the glass from BAIL. She looks tired.  
  
BAIL: (cont'd) Besides, you know it's a necessary evil. I'm   
most impressed with how you've handled this. It's not easy   
to stand up in front of the Galaxy's most influential   
beings and tell them that all they have may be in jeopardy.  
  
BAIL lifts his glass.  
  
BAIL: To you, my Queen.  
  
AMIDALA looks embarrassed.  
  
AMIDALA: How about to our mission?  
BAIL: Very well then, to our mission.  
  
  
EXT. CORUSCANT-GALLERY ACROSS FROM RESTAURANT  
  
ANAKIN watches the two planetary leaders toast and drink.  
  
  
INT. RESTAURANT  
  
The QUEEN and BAIL touch glasses and drink. They put the   
glasses down.  
  
AMIDALA: Thank you Bail. Really, I mean it. Your help has   
been invaluable. I'm not sure if I could do this myself.  
  
AMIDALA embraces BAIL in friendship.  
  
  
EXT. CORUSCANT-GALLERY ACROSS FROM RESTAURANT  
  
ANAKIN watches as the QUEEN and BAIL embrace. ANAKIN looks   
grim; he feels betrayed. He turns away from the scene and   
walks off in disgust.  
  
  
INT. RESTAURANT  
  
The QUEEN and BAIL finish their innocent embrace, but as   
they pull away from each other BAIL reaches his hand to his   
throat. He coughs a few times and sputters a little. The   
QUEEN is concerned.  
  
AMIDALA: What is it?  
BAIL: (recovering) That was odd. I'm fine, just lost my   
breath for a moment. It passed.  
  
BAIL and AMIDALA both turn toward the door as KABERRA   
admits an AIDE to the PRINCE.  
  
BAIL: Yes?  
AIDE: Prince Organa, Queen Amidala, I'm sorry to disturb   
you but the Supreme Chancellor has announced his response   
to your allegations.  
  
  
INT. JEDI TEMPLE-ENTRANCE TO PADAWAN BARRACKS  
  
An on-duty PADAWAN stands at parade-rest in front of the   
entrance. To his great surprise, the stunning form of QUEEN   
AMIDALA strides into the foyer flanked by two ROYAL GUARDS.   
The PADAWAN snaps to attention.  
  
AMIDALA: I would speak with Anakin Skywalker.  
  
The PADAWAN stares at the ethereal beauty, dumbfounded.  
  
AMIDALA: Anakin Skywalker. Can you contact Anakin Skywalker   
and inform him that Queen Amidala wishes to speak with him?  
  
The PADAWAN recovers slightly.  
  
PADAWAN: Your Majesty, the Padawan are all currently in   
meditation. After that they will rest for the mission.   
Traditionally no visitors are permitted during this period.  
AMIDALA: (almost to herself) I only just found out about   
how swiftly the Supreme Chancellor decided to act. (looking   
back at the PADAWAN) They leave tomorrow morning? I had   
hoped to speak with him before their departure.  
PADAWAN: You could see him in the morning, right after the   
final brief, Your Majesty.  
  
AMIDALA just stares at the PADAWAN, and he immediately   
withers.  
  
PADAWAN: It was just a suggestion, please forgive my   
presumption…  
AMIDALA: Thank you, young Jedi. I will heed your advice and   
see Anakin off at daybreak. Good evening.  
  
AMIDALA turns on her heel and strides away, both guards   
trailing. The PADAWAN looks enraptured that the QUEEN   
condescended to talk to him.  
  
  
INT. CORUSCANT-JEDI TEMPLE-PADAWAN BARRACKS  
  
It is nighttime, and the BARRACKS is still, the only sound   
that of several snoring PADAWAN. ANAKIN is sitting upright   
in his bed, studying his own reflection in a mirror. ARTOO   
is beside him.  
  
ANAKIN: (whisper) Mother…  
  
ANAKIN throws the sheets aside and grabs some clothes.  
  
  
EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-DAYBREAK  
  
The rising sun sheds its light across the glittering   
cityscape. Many JEDI are assembled and are ready for combat   
deployment. MACE WINDU appears to give the mission brief.   
OBI-WAN looks highly agitated; ANAKIN is not present. COLIN   
TON-MUMMD, a senior JEDI KNIGHT aged about 40 with short   
hair, goatee and a facial tattoo approaches OBI-WAN.  
  
COLIN: Where's your Apprentice, Kenobi?  
OBI-WAN: Somewhere making the biggest mistake of his young   
life, I fear.  
  
MACE begins to address the crowd and the ranks of KNIGHTS   
snap to attention.  
  
MACE: As you were.  
  
The KNIGHTS go to parade rest.  
  
MACE: (cont'd) In response to reports by the Naboo   
intelligence network and Her Royal Majesty Queen Amidala,   
the Supreme Chancellor has ordered a Jedi-led expeditionary   
force to investigate this alleged Mandalorian threat. There   
will be four groups, each destined for a separate system.   
The mission is reconnaissance in force; if you discover an   
enemy threat under no circumstances are you to engage.   
Defend yourselves if you must and return to the rendezvous   
point. Man your ships, and may the Force be with you.  
  
  
EXT. CORUSCANT-COMMERCIAL SPACEPORT-DAYBREAK  
  
VOICE: Let's go kid, we haven't got all day.  
  
ANAKIN has a pained unsure look on his face. He is staring   
at the CORUSCANT skyline. A PILOT about 30, short with a   
gray flight suit and a tough-looking face approaches the   
PADAWAN from behind.  
  
PILOT: You got the money?  
ANAKIN: Three thousand. It's all I have.  
  
ANAKIN hands the pilot the money but remains holding it.  
  
PILOT: This'll get you there, but not back. You sure you   
wanna do this?  
  
ANAKIN lets go of the payment.  
  
ANAKIN: Let's go, Captain.  
  
ANAKIN and the CAPTAIN walk toward a courier ship.  
  
  
EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-DAYBREAK  
  
A small ENTOURAGE consisting of AMIDALA, HANDMAIDENS AND   
SECURITY makes its way down a long ramp to the landing   
platform, creating a minor scene. AMIDALA looks, but fails   
to find ANAKIN. She sees OBI-WAN and his eyes meet hers.   
She smiles and waves at the KNIGHT.  
  
AMIDALA: Obi-Wan!  
  
OBI-WAN stares at the QUEEN for a moment, but he cannot   
conceal an unmistakable sadness. AMIDALA'S smile begins to   
fade into confusion.  
  
AMIDALA: (cont'd, slightly bewildered) Obi-Wan? Where's   
Anakin?  
  
OBI-WAN looks like he wants to say something, but   
ultimately, he lowers his gaze, then his head, and turns   
his back on the QUEEN, moving to board the ship. The QUEEN   
is completely confused and her feelings are hurt. She   
attempts to remain dignified. AMIDALA slowly turns away   
from the boarding JEDI, stone faced, and slowly returns the   
way she came.  
  
  
INT. CORUSCANT-PALPATINE'S QUARTERS-BALCONY  
  
PALPATINE is standing on his balcony looking over the   
sprawling cityscape. An AIDE approaches him.  
  
AIDE: Chancellor, the Expeditionary Force is lifting off.  
  
The AIDE dismisses himself as a satisfied smile plays out   
on PALPATINE'S lips.  
  
  
INT. REPUBLIC TRANSPORT-HOLD  
  
OBI-WAN straps himself into a seat, just as others are   
doing. The seat next to him is the only empty one on the   
ship. The JEDI has a scowl on his face as the J.E.F. jumps   
into HYPERSPACE.  
  
  
INT. COURIER SHIP-COCKPIT  
  
CAPTAIN: We're all set, kid.  
ANAKIN: Let's do it.  
  
The CAPTAIN pushes a lever and through the cockpit window   
the stars blur as the craft jumps into HYPERSPACE.  
  
  
INT. CORUSCANT-QUEEN'S QUARTER'S  
  
PADMÉ is staring out the window, as she sometimes does when   
she feels depressed. ARTOO quietly wheels his way over to   
PADMÉ and whistles softly to attract her attention. His   
HOLOPROJECTOR comes to life to reveal a pained ANAKIN   
SKYWALKER.  
  
PADME: (cont'd) Anakin?  
HOLOGRAM: (cont'd) Padmé, I wanted to make sure you know   
why I'm not with the Expeditionary Force.  
  
PADMÉ'S full attention is on ARTOO'S message.  
  
HOLOGRAM: (cont'd) I see visions. All Jedi do but these are   
so real, so painful. I didn't know what they meant until   
you came. (pause) I know the Mandalore are real and I know   
they're going to invade Tatooine if they haven't already.   
And I know my mother will die a slave if I don't do   
something about it.  
  
AMIDALA is enraptured by ANAKIN'S message.  
  
HOLOGRAM: (cont'd) I'm leaving a similar message for Obi-  
Wan when he gets back from the mission, as there's no point   
trying to explain my actions now. I know what the Council   
will do, and I accept it. Qui-Gon told me long ago that I   
should feel, not think. That I should use my instincts. My   
instincts tell me I need to act. I also need to tell you… I   
realize now that you mean more to me than I'd known.  
  
AMIDALA'S brown eyes widen as the HOLOGRAM of ANAKIN   
continues.  
  
AMIDALA: (whisper) Anakin…  
HOLOGRAM: I thought that you felt the same about me… but… I   
assumed too much. I understand your choice and want only   
happiness for you.  
  
AMIDALA looks puzzled.  
  
AMIDALA: Choice, what choice?  
HOLOGRAM: I promised my mother that I'd return and free   
her. And I promise you… that I'll never forget you.  
  
ANAKIN'S tormented images freezes. AMIDALA'S eyes are   
glistening now; she reaches a hand up to ANAKIN'S cheek,   
but it passes through the ghostly form. The door to her   
chamber opens and R2 switches off the HOLOPROJECTOR. A   
concerned-looking GUARD pokes his head in.  
  
GUARD: My Queen, are you all right? I thought heard voices.  
AMIDALA: (composing herself) It's nothing. I'm fine, it   
was… nothing.  
  
ARTOO lets out a sad moan.  
  
  
INT. SPACE-MANDALORIAN ASSAULT SHIP-BRIDGE  
  
Dozens of blue-shouldered PILOT BATTLE DROIDS are flying   
the ship. Two MANDALORIAN TROOPERS stand guard at the   
entrance to the bridge. A BATTLE-DROID approaches the   
COMMANDANT, a thin, evil-looking man in a grey and black   
uniform.  
  
BATTLE-DROID: Sir, Lord Sidious commands you to make   
contact.  
COMMANDANT: Acknowledged.  
  
The COMMANDANT moves to a HOLOPROJECTOR. He stands at   
attention as the flickering holographic image of DARTH   
SIDIOUS appears, draped in SITH robes.  
  
SIDIOUS: The Expeditionary Force is on its way. I have   
beamed the details of their arrival coordinates into your   
computer. Several Jedi will be among them; they shall be   
your primary targets. Among them are Obi-Wan Kenobi and   
Anakin Skywalker. Ensure Kenobi is destroyed. Skywalker is   
to be taken alive and delivered to me unharmed. Leave   
several survivors to guarantee word of the attack gets back   
to the Republic. (pause) Do not fail me.  
  
COMMANDANT: As you wish, my Lord.  
  
  
INT. HYPERSPACE-REPUBLIC TRANSPORT-MAIN HOLD  
  
After the initial departure, the crew has unbuckled their   
restraints and is in a relaxed posture. OBI-WAN is staring   
out a portal as the blurred dimension of HYPERSPACE streaks   
by. COLIN approaches OBI-WAN.  
  
COLIN: Your thoughts dwell on your defiant Padawan.  
OBI-WAN: Anakin's made a terrible mistake. Many of the   
Council have been waiting for an excuse to dismiss him ever   
since they first allowed his training. I fear his absence   
from this mission may seal his fate. I never thought he   
would disobey so blatantly.  
COLIN: All men choose their own path, my friend. Anakin   
started his training at a late age. Most Jedi never know   
their real family. One can hardly blame him for his concern   
over his mother. That is no excuse for his actions,   
however. If The Council decides to dismiss him then that is   
his destiny. You've certainly done the best you can to   
train him.  
OBI-WAN: Perhaps I was too hard on him when he told me he   
needed to see her.  
  
OBI-WAN rubs his beard, contemplative.  
  
OBI-WAN: (cont'd) Most Jedi are much older and more   
experienced than I was when they take on a Padawan. He was   
originally to be trained by Qui-Gon.  
COLIN: Qui-Gon had faith in you, just as the Council does.   
The situation will resolve itself. It will do you no good   
to dwell on it. We have a mission to think about.  
OBI-WAN: I know, you're right. (changing subject) What's   
our estimated time of arrival?  
COLIN: Oh-two-hundred.  
OBI-WAN: Do you think we'll find any trace of Queen   
Amidala's ancient enemy?  
COLIN: I think it is best to be prepared for anything.  
  
  
INT. TATOOINE-MOS ESPA-WATTO'S SHOP-DAY  
  
WATTO'S SHOP is in disarray as usual. The pudgy TOYDARIAN   
is rummaging through junk, sorting through various things,   
muttering to himself in HUTTESE. Light bathes the room   
briefly and falls across WATTO who stirs slightly, due to a   
door being opened then shut. Several tiny bells jingle   
signaling a new presence in the shop. C-3PO'S   
photoreceptors alight at the sound and he rises to greet   
the customer. THREEPIO is mostly complete, with only a few   
bare sections remaining.  
  
THREEPIO: Good day sir, and welcome to Watto's!  
  
THREEPIO sounds and acts differently. His voice and   
mannerisms can best be described as that of a hustling   
salesman; he has clearly been reprogrammed.  
  
THREEPIO: (cont'd) If you can't find it at Watto's you   
can't find it…  
  
THREEPIO'S voice trails off.  
  
THREEPIO: (cont'd) Pardon me sir, but do I know you?  
ANAKIN: Hello, Threepio.  
THREEPIO: Is that you Master Anakin?  
  
WATTO stirs at the DROID'S reference to someone other than   
himself as "master".  
  
THREEPIO: (cont'd) Master Anakin, it's you, it's you!  
  
WATTO flies into the room knocking a few things over.  
  
WATTO: (in HUTTESE, subtitled) What's this "master",   
talkdroid? I'm your only master! Who is this… who are you,   
eh? You come to buy something? Hey now, you look a bit   
familiar…  
ANAKIN: (in HUTTESE, subtitled) Greetings Watto. It's been   
a long time. I'll bet you didn't expect me.  
WATTO: (in standard) Hey… what's this supposed to be? Did   
he say your name was Anakin?  
ANAKIN: (in standard) Yes that's right. Anakin Skywalker.  
  
WATTO puts his hand to his chin and his eyes go wide in   
recognition.  
  
WATTO: Hey… I had a slave named Anakin Skywalker… Ah, 'tis   
you, eh! Heh heh, (nervous) you're a big strong boy now!   
What are you doing here, I wonder, hmmm?  
ANAKIN: I've come for my mother, Watto.  
WATTO: Your mother, eh? Well you came to the wrong place, I   
think, hmmm…  
  
ANAKIN takes an aggressive step toward the junk-dealer, who   
retreats slightly.  
  
ANAKIN: Don't play games with me Watto. Where is she?  
WATTO: Like I said, you came to the wrong place. Your   
mother I lost sometime back to pay off some old debts. She   
was a good slave, I was sorry to see her go…  
  
ANAKIN is angry about WATTO'S casual reference to his   
mother as property.  
  
ANAKIN: You'd better not be lying to me. Who is her new   
master?  
  
WATTO flies up into ANAKIN'S face.  
  
WATTO: Hey, who do you think you are, waltzin' into my   
shop, makin' threats, actin' like you're gonna push me   
around?  
  
ANAKIN grabs WATTO by the vest and pulls him nose to   
"nose". THREEPIO is distraught.  
  
WATTO: (cont'd) All right, all right… Your mother I sold   
back to Gardulla the Hutt. You can find her near the north   
end of the Slave Quarter. You wanna let me go now, hmmm?  
  
ANAKIN releases WATTO and the TOYDARIAN smoothes himself   
over.  
  
ANAKIN: Come on Threepio, you're coming with me.  
  
The PADAWAN reaches behind THREEPIO'S head and fiddles with   
a switch for several seconds.  
  
WATTO: Hey, you can't do that! The talkdroid is mine!  
ANAKIN: (indignant) I don't remember selling him to you.   
(to THREEPIO) There you go.  
THREEPIO: Oh that's much better Master Anakin!  
  
THREEPIO'S voice and mannerisms are back to their normal,   
fussy self.  
  
WATTO: He's all I have left to help me! Whose gonna program   
my load lifters?!  
  
ANAKIN pulls asides his cloak to reveal his LIGHTSABER. He   
steps forward.  
  
ANAKIN: Perhaps you think you're being treated unfairly?  
WATTO: (glancing nervously at the weapon) No. Take him.  
ANAKIN: Good. Nice to see you again Watto. Let's go   
Threepio.  
  
ANAKIN departs with THREEPIO close behind. WATTO flies to   
the door and hurls some last words.  
  
WATTO: Go on, take him! See if I care! You think you gonna   
take you're mother that easy?  
  
He begins to mutter to himself.  
  
WATTO: Not that I care…  
  
  
INT. SHMI'S HOVEL  
  
SHMI SKYWALKER is tending to some matters in the kitchen.   
She looks much like she did ten years earlier, except   
perhaps more tired. She is drying off a drinking glass when   
she hears someone enter. She calls out, but mistakenly   
identifies the visitor.  
  
SHMI: Owen, is that you?  
  
ANAKIN is confused. THREEPIO looks around.  
  
ANAKIN: N-no… mom – mother it's me. It's Anakin…  
  
SHMI is shocked. She drops the glass and it shatters.  
  
SHMI: Annie? Anakin? It can't be…  
  
ANAKIN approaches to within arms length.  
  
ANAKIN: It's me mom. I've come back.  
  
The two hesitantly, tearfully embrace.  
  
SHMI: Oh my goodness Anakin! (elated) I can't believe it! I   
can't believe it's you!  
  
She pulls back from her son. THREEPIO begins to gush.  
  
THREEPIO: Oh Mistress Skywalker! It's such a pleasure again   
to make your acquaintance!  
  
SHMI whispers in her son's ear so that only he can hear.  
  
SHMI: (sighing) Oh, I thought I was finally rid of him…  
  
She pulls away from ANAKIN, still holding him.  
  
SHMI: (cont'd) Let me look at you!  
ANAKIN: Mom, we haven't much time.  
SHMI: But, I don't understand. There's so much I need to   
say… what can't wait?  
ANAKIN: I can't live with myself any longer knowing you are   
somebody's property. I also fear that you're in terrible   
danger.  
  
SHMI is clearly confused.  
  
SHMI: But Annie, unless you buy me from Gardulla there's   
nothing you can do about it.  
ANAKIN: I'm taking you out of this situation. Nothing's   
going to stop that.  
SHMI: But what about the transmitter inside of me?  
ANAKIN: I have a plan. You won't have to worry about it any   
more.  
  
SHMI is flabbergasted at her son when a new figure enters   
the hovel. This is OWEN LARS, a stocky, hearty young man   
nearly the same age as ANAKIN. He has a strong body from   
years of honest work and a hard edge to his eyes. He is   
casual until he notices ANAKIN.  
  
OWEN: Mom, I got those parts you needed for-  
  
He sees ANAKIN.  
  
OWEN: (cont'd) Who the hell is this?  
  
ANAKIN looks at his mother quizzically. THREEPIO looks back   
and forth between them.  
  
ANAKIN: Mom?  
  
SHMI gives both of them a sheepish look.  
  
  
EXT. SPACE-SIKATT-J.E.F.  
  
The J.E.F. jumps out of HYPERSPACE. There is one large   
COMMAND CARRIER, three smaller CRUISERS and several   
FIGHTERS as a combat air patrol. Our view pans around the   
task force to show a planet with several moons that they   
approach.  
  
  
INT. J.E.F. FLAGSHIP-BRIDGE  
  
OBI-WAN and COLIN are on the BRIDGE, along with the command   
crew. The CAPTAIN addresses the JEDI.  
  
CAPTAIN: We've arrived in the Sikatt system and are   
scanning the planet. So far, everything appears normal.  
COLIN: Keep us notified of any changes, Captain.  
CAPTAIN: Yes sir.  
  
The two JEDI turn and exit the BRIDGE.   
  
COLIN: (Low voice) I have a bad feeling about this.  
OBI-WAN: I sense a tremor in the Force as well.  
  
  
EXT. SPACE-SIKATT-MOON  
  
The perspective changes, pulling back away from the J.E.F.   
and one of the MOONS. The view pans to the side to reveal a   
large force of MANDALORIAN ships in the MOON'S shadow.  
  
  
INT. SHMI'S HOVEL  
  
SHMI is sitting, wringing her hands together. ANAKIN and   
OWEN stand across from each other on either side of her.   
SHMI is attempting to explain the situation. THREEPIO is   
off in the corner, temporarily shutdown.  
  
SHMI: When you left I was so happy for you Anakin, but I   
was so lonely too.  
  
SHMI glances at her adopted son.  
  
SHMI: (cont'd) Owen's real mother and father were killed in   
a terrible accident when he was just a small boy. With no   
one to take care of him he quickly found his way into the   
hands of slavers. Watto bought him at a bargain price – he   
needed some one to replace you.  
ANAKIN: I guess he wasn't the only one.  
  
SHMI continues slightly angry.  
  
SHMI: (cont'd) You're being unfair Anakin. Owen was living   
in the back of Watto's shop. I took him into my home.   
  
SHMI gives OWEN a loving look.  
  
SHMI: (cont'd) He soon became like a second son to me.   
(looking at Anakin) But I never, ever forgot about you.  
OWEN: Why didn't you ever mention you had a son?  
SHMI: Owen, I wanted to tell you many times, but finally I   
decided to just leave it alone. You're old enough now… I   
was going to tell you soon.  
  
OWEN wheels on ANAKIN.  
  
OWEN: So what brings you here now, Anakin Skywalker?  
SHMI: He can help us. He's been training… as a Jedi Knight.  
  
OWEN looks ANAKIN up and down appraising him. He doesn't   
seem impressed.  
  
OWEN: A Jedi? Sent by the Supreme Chancellor? I think   
you're too little too late, my friend. Why don't you go   
back to-  
ANAKIN: I was a Jedi. Look, the time has come for action. I   
used to be a slave like you and mom.  
OWEN: You abandoned your own mother to slavery while you   
went off on a tour of the galaxy? (sarcastic) Very noble   
act for a Knight.  
SHMI: (to Owen) You don't know the whole story-   
ANAKIN: Listen. I don't know what your problem is, nor do I   
really care. I can deactivate those explosive transmitters   
inside your bodies.  
  
ANAKIN is approaching OWEN, who holds his ground.   
Eventually the two are almost nose-to-nose. He looks   
briefly at SHMI, then back to OWEN.  
  
ANAKIN: (cont'd) I'm not acting as a Jedi. I'm acting on my   
own.  
  
There is a long pause, as OWEN seems to consider ANAKIN'S   
words.  
  
OWEN: Are you sure about being able to deactivate the   
implants?  
ANAKIN: I'd bet my life on it.  
OWEN: You may live to regret those words. Okay Anakin,   
what's your plan?  
  
  
EXT. SPACE-SIKATT SYSTEM  
  
MANDALORIAN ASSAULT SHIPS have deployed behind the J.E.F.  
  
  
INT. J.E.F. FLAGSHIP-BRIDGE  
  
OFFICER: I think something's wrong here, sir.  
CAPTAIN: What's the problem?  
  
The CAPTAIN approaches his OFFICER, looking over his   
shoulder at his console.  
  
OFFICER: Well, everything seems normal on the surface of   
things, but that's just it. The signals, they're too clean…   
It's as if they're artificial in origin.  
CAPTAIN: Artificial? That could mean something was   
generating it… I don't like this.  
  
The CAPTAIN turns to his COMMUNICATIONS OFFICER.  
  
CAPTAIN: (cont'd) Give the order to man battle stations and   
deploy the Expedition-  
  
The CAPTAIN is cut short by a flurry of violent explosions.  
  
OFFICER: We're under attack!  
  
The explosions continue. Sparks fly from instrumentation   
and lights and panels go dead.  
  
CAPTAIN: Shields up?  
  
  
EXT. TATOOINE-MOS ESPA-CANTINA-DAY  
  
The bustling town of MOS ESPA is shown, along with an out-  
of-the-way CANTINA.  
  
  
INT. CANTINA  
  
OWEN is leading ANAKIN through the dimly lit CANTINA.  
  
ANAKIN: What are we doing wasting our time in this place?  
OWEN: You have a good plan Anakin, but to make it work   
we're going to need all the help we can get. There's   
somebody I want you to meet. Somebody with a reputation to   
be able to get… things done.  
ANAKIN: I'm not going to need any help.  
  
The two thread their way past some exotic patrons imbibing   
gregariously. A good-looking waitress looks ANAKIN up and   
down, smiling at him. They eventually reach their   
destination.  
  
OWEN: We'll see…   
  
Seated at a corner table is a dark-haired young man, in his   
early twenties. He has a tough, no-nonsense look about him   
and dark, cold eyes.  
  
OWEN: (cont'd, to seated figure) Kitt, this is who I wanted   
you to meet.  
ANAKIN: Kitt?  
  
ANAKIN looks at the dark-haired man, who slowly raises his   
head to look at ANAKIN. Recognition fills his eyes.  
  
KITT: Do I know you?  
OWEN: This is Shmi's son, Anakin.  
  
KITT rolls his eyes, throws his head back and laughs.  
  
KITT: Anakin Skywalker?!  
ANAKIN: Kitt… Kitster?  
  
KITT slaps his hand on the table.  
  
KITT: I can't believe it. Sit down, buddy. It's been a real   
long time…  
  
OWEN looks amazed.  
  
OWEN: You two know each other?  
  
ANAKIN excitedly takes a seat beside his old friend.  
  
ANAKIN: We were best friends!  
  
KITT makes a calming gesture to ANAKIN.  
  
KITT: Hey, keep it down, we don't need any attention.   
Anakin… It's been a long time, man. What're you doing back?  
  
OWEN takes a seat.  
  
ANAKIN: It's hard to explain, but I'm here to put a stop to   
slavery. Well, that's the main reason I'm here.  
KITT: Hey pal, that's kind of ambitious, huh? I don't know   
what they taught you at Jedi school, but Jabba runs this   
show.  
OWEN: He has a plan, Kitt.  
KITT: You bring some of your Jedi friends, I hope?  
  
ANAKIN sidesteps the question.  
  
ANAKIN: Don't worry about it. Enough about me, what're you   
up to? From the way Owen described you, I thought I was   
about to meet a big-time intergalactic gangster.  
OWEN: No, he just works for one.  
ANAKIN: What's he talking about?  
OWEN: He works or Jabba.  
ANAKIN: No kidding?  
KITT: Well, "works" might not be exactly the right word. I   
get stuff done for him.  
  
KITT pauses for a moment.  
  
KITT: (cont'd) He's my owner.  
  
ANAKIN'S old friend suddenly looks mischievous.  
  
KITT: (cont'd) Speaking of which… I have something out back   
you'd definitely like to see.  
OWEN: Kitt, we don't have time to goof around –  
KITT: Relax, Owen. (to ANAKIN) Come on.  
  
  
EXT. MOS ESPA-ALLEYWAY-DAY  
  
It is pitch black. The cover of a tarp is suddenly snapped   
off and we are looking up at silhouettes of KITT and   
ANAKIN, the twin suns of TATOOINE blazing from behind and   
above.  
  
We switch perspective to see an alleyway from above. There   
is a RONTO and tethered to it is a cart, which KITT has   
just pulled the tarp off of. In the cart are two of the   
most souped-up hot-rod SWOOP BIKES ANAKIN has ever seen. He   
lets out an appreciative whistle.  
  
ANAKIN: (lustfully) Oh man… where did you get these?  
KITT: Don't ask.  
  
ANAKIN begins to inspect them more closely, checking every   
detail.  
  
KITT: (cont'd) I'm supposed to deliver them to one of   
Jabba's clients. Call them a token of the Fat One's   
appreciation.  
  
ANAKIN looks at KITT. KITT looks at ANAKIN. OWEN comes up   
behind them.  
  
OWEN: Why did you want to show him these?  
  
  
EXT. TATOOINE-DESERT-DUNE SEA-DAY  
  
The TATOOINE DESERT stretches out in all directions, far as   
the eye can see, vast as an ocean.  
  
Blasting past on either side shoot ANAKIN and KITT, each on   
one of the hot-rod swoop bikes. ANAKIN is yelling with   
unbridled joy.  
  
The two friends goad each other on, faster, through ever   
more dangerous twists and turns. They yell at each other   
and laugh, wind whipping their hair while goggles keep the   
dust from their eyes.  
  
They roar past JAWAS scavenging a shipwreck. They blast   
through a herd of wild BANTHA. ANAKIN shrieks over the PIT   
OF CARKOON, and as KITT shoots over the SARLACC snaps out   
at him, nearly getting hold.  
  
  
EXT. SPACE  
  
The MANDALORIAN SHIPS have launched a vicious attack on the   
J.E.F. Massive ION CANNONS begin pounding on the REPUBLIC   
FLAGSHIP.  
  
  
INT. J.E.F. FLAGSHIP-PASSAGEWAY  
  
The scene is chaotic. Personnel are scrambling to their   
BATTLE STATIONS. Explosions are racking the ship causing   
smoke in the passageways lit by flickering lights. OBI-WAN   
is sprinting for the HANGAR when he runs into COLIN and   
COLIN'S PADAWAN.  
  
OBI-WAN: We've been ambushed!  
COLIN: Worse than that, we've been betrayed!  
OBI-WAN: But how-  
  
OBI-WAN is cut off by a loudspeaker.  
  
LOUDSPEAKER: We have lost the main deflector shield. We   
have lost the main deflector shield. Standby to repel   
borders.  
  
  
EXT. TATOOINE-MOS ESPA  
  
ANAKIN and KITT conclude their joyride and bring the bikes   
back to MOS ESPA, returning them to their place under the   
tarp, away from prying eyes.  
  
  
EXT. TATOOINE-MOS ESPA-ALLEYWAY-LATE AFTERNOON  
  
KITT and ANAKIN wipe off the bikes and replace the tarp.   
  
KITT: I gotta admit, you're still tough to beat. I'm   
surprised the Jedi let you race.  
  
ANAKIN looks both astonished and resentful.  
  
ANAKIN: Race? Are you kidding? This is the first time I've   
flown something other than a lousy sim since I won Boonta   
Eve!  
  
The RONTO lows at ANAKIN, who pats it on the rump.  
  
KITT: So tell me… what's it like?  
ANAKIN: What do you mean?  
KITT: You know what I mean. What's it like?  
  
ANAKIN approaches so that he is very close to his friend;   
when he speaks his tone is like that of a child.  
  
ANAKIN: It's wondrous. It's more wondrous than you could   
possibly imagine. I've seen such sights… The Corellian   
Shipyards… cities floating in the clouds of Bespin… whole   
dead systems being sucked into black holes. Kitt, the   
Angels of Iego, they're real! I've seen them with my own   
eyes!  
KITT: There's more, though, isn't there?  
  
ANAKIN registers disgust.  
  
ANAKIN: I've also seen savagery, brutality, people   
enslaved. Self-serving indulgent politicians and   
indifferent, arrogant Jedi. I'm repulsed as often as I'm   
amazed. But there's so much… so much of all of it.  
  
The two stare at each other silently for a moment.  
  
KITT: Owen brought you to see me for a reason.  
ANAKIN: I'm going to need weapons. Weapons and information.  
KITT: The weapons I can get, no problem. What kind of   
information are you interested in?  
ANAKIN: The strength of the Hutt's mercenary forces. Their   
weaknesses… which bosses have the most vested interest in   
the slave trade.  
KITT: I'll get you what you need. But promise me something.   
I have a ship that I've been working on for a long time   
now, but it's nowhere near ready to fly. Promise me that   
you'll help me get it running so I can get off this rock.   
If your little scheme succeeds, that is.  
ANAKIN: You have my word.  
  
  
EXT. TATOOINE-MOS ESPA-SLAVE QUARTER-NIGHT  
  
The SLAVE QUARTER seems peaceful this evening, but there is   
much activity despite the quiet exterior.  
  
  
INT. SKYWALKER HOVEL  
  
SLAVES are filing through the hovel in groups. ANAKIN has   
constructed a device with which he is deactivating the   
explosive implants. KITT and OWEN brief each person as to   
their role in the upcoming plan. THREEPIO holds the device   
that ANAKIN constructed.  
  
THREEPIO: That should be the last of them, sir.  
ANAKIN: Except one.  
  
SHMI enters the room, with an odd expression on her face.  
  
ANAKIN: (cont'd) I still can't understand why you wanted to   
be last, mom.  
SHMI: Oh Annie, I've had this thing inside me for as long   
as I can remember. Another few hours makes no difference.  
  
THREEPIO passes the device over his mother and the implant   
is deactivated.  
  
ANAKIN: There, that's it. You're free.  
  
SHMI begins crying and OWEN and ANAKIN make their way over   
to her. Each man takes one of her hands.  
  
OWEN: What's wrong? Are you okay?  
ANAKIN: Mom, what is it?  
SHMI: This thing you're doing is so brave. I'm so very   
proud of both of you. But I'm so unsure of the future. This   
is very dangerous; the Hutts won't stand for it.  
ANAKIN: Leave that to me. If the Republic won't do anything   
about the situation then we must rely upon ourselves.  
OWEN: Anakin's right, mother.  
  
She grabs and hugs both of the young men.  
  
SHMI: I love you so very much.   
  
SHMI looks at OWEN.  
  
SHMI: (cont'd) I love both of you so very much.  
  
  
EXT. SPACE-SIKATT SYSTEM-MANDALORIAN ASSAULT SHIP  
  
PODS ripple out of the sides of the MANDALORIAN SHIP,   
rocketing toward the J.E.F. FLAGSHIP.  
  
  
INT. J.E.F. FLAGSHIP-CORRIDOR  
  
COLIN: Go, Obi-Wan, get to a fighter! You need to tell the   
Council what happened here!  
OBI-WAN: I'll not leave you here to-  
  
OBI-WAN is interrupted by more explosions and loud ringing   
metallic thuds on the outside of the ship. ANAKIN and COLIN   
look around, listening.  
  
  
EXT. J.E.F. FLAGSHIP-HULL  
  
Amidst flak bursts and blaster fire dozens of MANDALORIAN   
BOARDING PODS have attached themselves to the HULL. Charges   
built into their base detonate with a flash and roar.  
  
  
INT. J.E.F. FLAGSHIP-CORRIDOR  
  
COLIN: There will be no argument! I am your senior, Kenobi!   
I order you, get to a fighter now!  
  
There are some more rumbling explosions.  
  
LOUDSPEAKER: Hull breach on decks seven and twelve. Hull   
breach on decks seven and twelve.  
COLIN: We'll hold them here! Go! May the Force be with you!  
  
OBI-WAN nods and they briefly clasp forearms. OBI-WAN then   
sprints toward the hangar. COLIN turns to his PADAWAN.  
  
COLIN: We'll need to suit up.  
  
  
EXT. TATOOINE-MOS ESPA-DAY  
  
It is a day seemingly like any other in MOS ESPA.   
TATOOINE'S twin suns blaze away in the heavens scorching   
the town's denizens. Throughout MOS ESPA numerous SLAVES   
are busy toiling away for their MASTERS. Unexpectedly, the   
slave population begins to put away its tools and cease   
their labors. It would seem a general strike is in progress   
by the SLAVES and the outraged MASTERS quickly notice this.  
  
Threats begin to fly, and soon the streets are choked with   
revolting slaves who don't seem intimidated by their   
chagrined masters' threats.  
  
SLAVE-OWNER #1: (subtitled) You! What do you think you're   
doing? Get back to work!  
SLAVE #1: I'll never do anything for you again!  
  
The SLAVE-OWNER moves to grab his "property", but the   
former SLAVE pushes back. The SLAVE-OWNER is shocked.  
  
SLAVE-OWNER #1: (subtitled) You can't push me, you're my   
property!  
  
OWEN appears and the slaves begin to form around him.  
  
OWEN: Maybe you should buy a droid instead.  
  
He pushes the former SLAVE-OWNER back. A small mob is   
beginning to form. One of the more enraged and vindictive   
slave-owners attempts to enforce his authority.  
  
SLAVE-OWNER #2: You defiant scum! I'll show you who's boss   
here!  
OWEN: Steady… hold steady…  
SLAVE OWNER #2: Resume your labors or you're done for,   
slave-scum!  
SLAVE #2: Do your worst!  
  
His bluff is called and the SLAVE-OWNER presses a button on   
a device on his wrist. A collective gasp goes up from the   
crowd - but nothing happens. The FORMER SLAVES cheer, and   
then begin to heckle their FORMER MASTERS. ANAKIN chooses   
this time to step forward.  
  
ANAKIN: Slavery no longer exists on Tatooine. Tell your   
bosses that these people are free and under my protection.  
ANGRY SLAVER: And just who are you?!  
ANAKIN: Anakin Skywalker, son of Shmi.  
  
The former slave population is elated but fearful. OWEN   
pulls ANAKIN aside.  
  
OWEN: Everyone's getting nervous. They know it won't be   
long before the Hutts act on this.  
ANAKIN: Keep talking to them… keep going over the plan.   
Everything will be fine.  
  
  
INT. J.E.F. FLAGSHIP-CORRIDOR  
  
Squads of MANDALORE methodically make their way through the   
ship, mercilessly blasting everything in their path.   
REPUBLIC SECURITY is hardly a match for them. The lead   
squad comes to an abrupt halt.  
  
COLIN and his PADAWAN stand at the end of the corridor,   
LIGHTSABERS lit. Both wear armored white spacesuits. The   
MANDALORE immediately open fire and the two JEDI engage   
them.  
  
  
EXT. TATOOINE-MOS ESPA-MIDDAY  
  
KITT contacts ANAKIN via COMLINK.  
  
ANAKIN: (into comlink) Go ahead Kitt.  
KITT: (over comlink) Your little plan definitely got   
noticed. Funny thing is, Jabba doesn't really care. All his   
money is wrapped up in spice smuggling; slaves aren't his   
concern.  
ANAKIN: (into comlink) Where will the trouble come from?  
KITT: (over comlink) Gardulla. She employs a small army of   
pirates and mercenaries, and they're on their way. Maybe a   
hundred, all armed to the teeth.  
ANAKIN: (over comlink) No problem. Let me know if anything   
changes.  
  
ANAKIN puts the COMLINK away. Two FREED SLAVES approach   
ANAKIN.  
  
FREED SLAVE #1: What's happening?  
ANAKIN: Just what we planned for. Gardulla's sending   
enforcers.  
FREED SLAVE #2: People are getting nervous, Anakin. Most of   
them have never fought before.  
ANAKIN: There's a first time for everything. Issue the   
weapons, and tell everyone to relax.  
  
  
INT. J.E.F. FLAGSHIP-HANGAR  
  
OBI-WAN straps himself into a fighter. Other pilots attempt   
to leave the hangar in a chaotic scene, but they have no   
central control. OBI-WAN'S FIGHTER shudders, but he manages   
to rocket out of the HANGAR, barely missing several   
dangerous obstacles.  
  
  
INT. J.E.F. FLAGSHIP-CORRIDOR  
  
COLIN and his PADAWAN wreak havoc with the MANDALORE, but   
they are tough opponents. Reflected blaster bolts sometimes   
explode harmlessly on their armor, and even the JEDI   
LIGHTSABER blades require more of an effort than usual to   
cut through. COLIN and his PADAWAN can hear the rapidly   
dwindling cockpit reports in their spacesuits internal   
comlinks.  
  
  
EXT. MOS ESPA-SLAVE QUARTER-LATE DAY  
  
It's not long before the HUTT'S MERCENARY TROOPS roll in,   
riding SKIFFS and SPEEDERS. Many slaves are frightened and   
want to give up, but ANAKIN and OWEN convince them to stand   
their ground. A short, flabby and opulently-dressed TOADY   
of GARDULLA reads a declaration.  
  
TOADY: To the criminal and terrorist slaves of Mos Espa:   
the mighty Gardulla, in her infinite mercy, promises that   
there will be no repercussions more severe than a sound   
beating if you all immediately return to your rightful   
masters.  
  
ANAKIN emerges from the middle of the crowd.  
  
ANAKIN: Now I promise you… if you all turn around and go   
back, you'll live. Go back and tell Gardulla that she has   
no power over these people.  
  
The crowd of FREED SLAVES cheer at ANAKIN'S bold assertion.   
GARDULLA'S TOADY looks bewildered, as do the hundred or so   
MERCENARIES who usually get their way through simple   
intimidation.  
  
TOADY: What? Why you presumptuous little –  
  
He begins to sputter, finally turning to the MERCENARY   
TROOPS.  
  
TOADY: (cont'd) Get them!!  
  
  
EXT. SPACE-SIKATT SYSTEM  
  
The few REPUBLIC FIGHTERS that made it out of the HANGAR   
are quickly blown apart.  
  
  
INT. OBI-WAN'S FIGHTER-COCKPIT  
  
OBI-WAN is realizes the totality of the ambush and the   
hopelessness of the situation. He attempts to make good his   
escape to CORUSCANT.  
  
  
EXT. MOS ESPA-SLAVE QUARTER-LATE DAY  
  
The tough-looking MERCENARIES advance on ANAKIN and the   
crowd of FREED SLAVES. ANAKIN produces his LIGHTSABER and   
ignites it. Bolstered by ANAKIN'S example, the FREED SLAVES   
pull clubs, knives and blasters that had been provided by   
KITT. The advancing MECENARIES look especially wary of   
ANAKIN and his weapon.   
  
MERCENARY #1: (to ANAKIN) Nice and easy boy… put that thing   
down before you hurt yourself, eh?  
ANAKIN: Maybe you should put yours down.  
  
ANAKIN moves his hand and the MERCENARY'S BLASTER goes off,   
hitting his foot. He falls yelling in pain. The FREED   
SLAVES begin to heckle the MERCENARY SOLDIERS, throwing   
rocks and other debris at them. One of the MERCENARIES gets   
hit in the head, and he shoots at the thrower. This sets   
off a hailstorm of violence.  
  
ANAKIN intercepts and deflects a large amount of fire back   
at the MERCENARIES. He charges directly into their midst,   
cutting them down easily. The streets of MOS ESPA are   
choked with hand to hand fighting. OWEN wrestles with a   
PIRATE, whom he punches out. Another approaches from behind   
him with a VIBRO-AXE.  
  
ANAKIN: (to OWEN) Behind you!  
  
OWEN turns and ducks as the axe passes over him. ANAKIN   
cuts the PIRATE'S weapon in two then bashes him across the   
face with the hilt of his saber. He pulls OWEN to his feet.  
  
OWEN: Thanks.  
ANAKIN: Don't mention it.  
  
  
INT. MANDALORIAN ASSAULT SHIP-BRIDGE  
  
A BATTLE-DROID approaches the COMMANDANT.  
  
BATTLE-DROID: Sir, Jedi Knight Obi-Wan Kenobi confirmed   
piloting one-man craft. Jedi Apprentice Anakin Skywalker is   
still unaccounted for.  
  
The COMMANDANT looks thoughtful.  
  
COMMANDANT: Lock our tractor beam onto Kenobi's craft and   
bring him aboard alive. We will use him to draw Skywalker   
out into the open. When the boy is ours, Kenobi is to be   
terminated.  
BATTLE-DROID: Roger roger.  
  
  
INT OBI-WAN'S FIGHTER-COCKPIT  
  
OBI-WAN'S fighter lurches and he fights his controls in   
confusion.  
  
OBI-WAN: I'm caught in a tractor beam!  
  
  
INT. J.E.F FLAGSHIP-CORRIDOR  
  
OBI-WAN'S voice comes in over COLIN'S comlink.  
  
OBI-WAN: (over comlink) They're reeling me in.  
  
COLIN looks grim; he shuts his eyes tight for just a moment   
then opens them with a new resolve. He cuts down a   
MANDALORE, and then turns to his PADAWAN.  
  
COLIN: I need you to cover me. It's been an honor my   
Padawan.  
PADAWAN: (subtitled) The honor has been mine, Master.  
  
He nods at COLIN.  
  
  
INT. OBI-WAN'S FIGHTER-COCKPIT  
  
OBI-WAN: (disgusted) It's no good, I have to shut down.  
COLIN: (over comlink) Negative. Standby Kenobi.  
OBI-WAN: (into comlink) What are you doing?  
  
  
EXT. MOS ESPA-SLAVE QUARTER-LATE DAY  
  
ANAKIN turns to see a small SKIFF loaded with MERCENARIES   
swinging around on his flank. He raises his hand and the   
front of the SKIFF crumples as if smashed by a heavy   
weight, flinging the passengers into the dirt. GARDULLA'S   
TOADY continues to shriek orders from his SPEEDER; ANAKIN   
charges toward it as OWEN picks up a BLASTER from a fallen   
MERC.  
  
TOADY: (terrified) Oh! Oh no, stay away! Keep away, help!   
Help me!  
  
A half-dozen MERCENARIES get between ANAKIN and the fleeing   
TOADY, but he wipes them out, barely breaking stride. He   
leaps up onto the SPEEDER and grabs the TOADY by his flabby   
neck.  
  
TOADY: Eeek!  
ANAKIN: Where do you think you're going?  
  
Holding his captive, ANAKIN turns to survey the scene. The   
MERCENARIES have been routed; one gets thrown into a fruit   
stand, smashing it. Others are beginning to retreat as the   
FREED SLAVES chase them off. Their vehicles have all been   
either captured or destroyed.  
  
ANAKIN: You can walk back to Gardulla with the rest of your   
crew.  
  
ANAKIN'S demeanor turns threatening.  
  
ANAKIN: (cont'd) Stay out of our business, or I promise   
you… they'll be none of you left.  
  
ANAKIN pushes the terrified TOADY off the SPEEDER and into   
the sand. He gets up and begins to waddle off into the   
desert catching up to the rest of the fleeing MERCENARIES.   
A great shout of triumph rises from the FREED SLAVES.  
  
ANAKIN: (con't, to the TOADY) You need the exercise anyway!  
  
OWEN walks up beside ANAKIN holding a blaster; there is   
some blood on his face but he is ok. He smiles at ANAKIN   
who smiles back.  
  
OWEN: I think we just might have pulled it off…  
  
OWEN slaps ANAKIN on the shoulder and begins to laugh. He   
turns toward the crowd and raises his blaster in the air,   
cheering. The crowd cheers with him. He grabs ANAKIN'S arm   
and hoists it up. The cheering grows even louder.  
  
  
EXT. J.E.F. FLAGSHIP-HULL  
  
Part of the HULL begins glowing in a spot then a GREEN   
LIGHTSABER blade appears. A hole is quickly cut allowing   
COLIN to climb onto the HULL, trailing debris that is being   
sucked out into the vacuum of space behind him.  
  
COLIN ignites his backpack and rockets off at maximum   
velocity toward the MANDALORIAN SHIP currently reeling   
KENOBI'S FIGHTER in.   
  
  
INT. OBI-WAN'S FIGHTER-COCKPIT  
  
OBI-WAN is staring out his COCKPIT in disbelief.  
  
OBI-WAN: (into comlink) Colin, you fool! What are you   
doing!  
  
  
EXT. SPACE  
  
COLIN is dodging debris and enemy fire. He reaches the   
shield perimeter of the huge MANDALORIAN SHIP and ignites   
his LIGHTSABER. He plunges the weapon into the shield   
causing major pyrotechnics.  
  
  
INT. MANDALORIAN ASSAULT SHIP-BRIDGE  
  
An alarm can be heard.  
  
BATTLE-DROID: Sir, malfunction in tractor beam deflector.  
COMMANDANT: That's odd… compensate.  
BATTLE-DROID: Roger roger.  
  
  
EXT. SPACE-MANDALORIAN SHIP-HULL  
  
OBI-WAN: (over helmet comlink) Colin!  
COLIN: (into comlink) Obi-Wan, there's nothing you can do!   
You must get word back to the Council!  
OBI-WAN: (over comlink) No, I've got to-  
  
COLIN has muscled his way through the powerful shield; he   
is battered and scorched, his suit leaking atmosphere into   
the void.   
  
  
INT. OBI-WAN'S FIGHTER-COCKPIT  
  
COLIN: (over comlink) Go! Now! Now!!  
  
  
EXT. SPACE-MANDALORIAN SHIP-HULL  
  
COLIN: (into comlink) May the Force be with you.  
  
  
INT. OBI-WAN'S FIGHTER-COCKPIT  
  
OBI-WAN: No!  
  
  
EXT. SPACE-MANDALORIAN SHIP-HULL  
  
COLIN closes his eyes and plunges his LIGHTSABER into the   
TRACTOR BEAM EMITTER. There is a tremendous explosion.  
  
  
EXT. SPACE-OBI-WAN'S FIGHTER  
  
The FIGHTER lurches forward, released from its unseen grip.  
  
  
INT. OBI-WAN'S FIGHTER-COCKPIT  
  
OBI-WAN is thrown forward then back against his restraints.  
  
  
INT. MANDALORIAN ASSAULT SHIP-BRIDGE  
  
BATTLE-DROID: Sir, tractor beam off-line.  
COMMANDANT: What? Impossible! Switch to backup!  
  
  
INT. OBI-WAN'S FIGHTER-COCKPIT  
  
OBI-WAN has an agonized look on his face.  
  
OBI-WAN: (quietly) Blast it…  
  
  
EXT. SPACE  
  
The stars blur as OBI-WAN'S fighter roars into HYPERSPACE.  
  
  
EXT. TATOOINE-MOS ESPA-DAY  
  
A sign is erected in an alien script. A FORMER SLAVE yells   
out.  
  
FORMER SLAVE: We establish the free settlement of   
Anchorhead!  
  
As a cheer goes up the perspective changes to overhead,   
where we see a large gathering of FREED SLAVES and the   
incomplete framework of a budding community. The scene is   
festive, but reserved; work on the houses and vaporator   
fields continues even as there is celebration. ANAKIN has   
been watching from a distance, perched upon a large   
boulder. OWEN quietly approaches him.  
  
OWEN: Anakin, there's something I want to say to you.  
  
ANAKIN looks a bit defensive.  
  
OWEN: (cont'd) I owe you an apology. I misjudged you when   
we first met, and I'm ashamed of the way I acted toward   
you. You sacrificed as much as any of us coming here and   
setting this thing in motion. I'm grateful to you, as we   
all are.  
  
ANAKIN looks at a loss for words.  
  
ANAKIN: Uhh… you didn't have to apologize…  
OWEN: Yes I did.(pause) There's someone I want you to meet.  
ANAKIN: No more surprises, my nerves can't take it!  
OWEN: No, no surprises. (yelling) Beru!  
  
A pretty 17-year-old girl, BERU WHITESUN, hurries over and   
embraces OWEN.  
  
OWEN: (cont'd, to BERU) This is who I was telling you   
about. This is Anakin Skywalker. (to ANAKIN) I'd like you   
to meet Beru.  
  
BERU reverently approaches the embarrassed ANAKIN.  
  
BERU: Anakin… it's so wonderful to meet you. We all owe you   
such a tremendous debt. Especially Owen and I.  
  
She hugs him.  
  
BERU: (cont'd) Thank you.  
  
She lets go, scampers over to OWEN, briefly kissing him,   
and then runs off.  
  
ANAKIN: You're welcome? (turns to OWEN) What's she mean,   
"especially Owen and I"?  
OWEN: (smiling) She's great, isn't she?  
ANAKIN: Yes, she is, but you didn't answer my question.  
  
OWEN swells with pride.  
  
OWEN: We're getting married. As soon as possible.  
ANAKIN: Married?  
OWEN: We've wanted to for a long time, but we both knew it   
was impossible as long as we were slaves. Sometimes I   
thought it would never happen.  
  
The two look at BERU who is with some of her girlfriends;   
they are playing with some children. BERU looks up and   
waves at OWEN, who waves back.  
  
OWEN: (cont'd) I feel like the luckiest man alive. You have   
a special girl somewhere?  
ANAKIN: (pause) I thought I did.  
  
  
EXT. SPACE-CORUSCANT-ORBIT  
  
One battered and mangled cruiser and a couple chewed-up   
fighters are all that remains of the four mighty J.E.F.   
EXPEDITIONARY GROUPS.   
  
  
INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS  
  
Several HOLOGRAMS stand before the COUNCIL. These are the   
survivors of the ambush. Among them are OBI-WAN and INC   
TRESK.  
  
OBI-WAN: (hologram) …almost too small to target with   
fighters, much less turbolasers. Tactics aside, they knew   
we were coming. Colin Ton-Mummd knew it as well.  
  
OBI-WAN makes a quick gesture with his hand to his forehead   
upon mention of COLIN'S name; the other JEDI copy this same   
quick movement.  
  
YODA: Agree with Obi-Wan's assessment, do you Master Tresk?  
INC: (hologram) The enemy was waiting for us. That I do not   
doubt.  
  
  
INT. CORUSCANT-SENATE BUILDING-WAR COUNCIL CHAMBER  
  
The same three HOLOGRAMS that appear before the COUNCIL   
appear also before PALPATINE, BAIL and several other   
government officials. A PROTOCOL DROID is also present.  
  
BAIL: That's it then, there's no other explanation. The   
enemy has an agent within our ranks.  
  
All present look grave.  
  
PALPATINE: Kenobi -   
  
  
INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS  
  
PALPATINE: (cont'd via comlink) - did Anakin make it back   
with you?  
  
OBI-WAN pauses for breath, then speaks.  
  
OBI-WAN: (hologram) Anakin was not with me. (pause) He   
never made the voyage.  
  
There are surprised looks and murmuring from the COUNCIL.   
YODA lowers his head and softly shakes it side to side.  
  
  
INT. CORUSCANT-SENATE BUILDING-WAR COUNCIL CHAMBER  
  
OBI-WAN: (hologram) His whereabouts are currently… unknown.  
  
PALPATINE puts his hand to his face, concealing a very odd,   
distressed look.  
  
MACE: (over comlink) Thank you Obi-Wan. That is all for   
now.  
  
  
INT. MEDICAL FRIGATE  
  
OBI-WAN stands before two screens, each showing the COUNCIL   
and the WAR COUNCIL respectively.  
  
MACE: (over comlink) All of you, get some rest. You'll need   
it for what lies ahead. Obi-Wan, the Council must speak   
with you privately as soon as possible.  
OBI-WAN: Of course.  
  
The screens go blank, and a MEDICAL DROID makes it's way   
over to OBI-WAN to tend a superficial wound.  
  
  
INT. CORUSCANT-SENATE BUILDING-WAR COUNCIL CHAMBER  
  
The holograms fade away. There is a long moment of silence.  
  
ORN FREE TAA: I just… can't believe it…  
  
  
EXT. SKYWALKER/LARS HOMESTEAD-DUSK  
  
SHMI SKYWALKER walks up to her son, as he watches the twin   
suns of TATOOINE set. She places a hand on his shoulder.  
  
SHMI: Now that you're here, I can't bear the thought of   
seeing you go again.  
ANAKIN: I'm not going anywhere, mom. At least not right   
away. You and Owen will need my help with the vaporators   
and all the other equipment.  
SHMI: But what of your training? You've worked so hard to   
become a Jedi… worked so hard to fulfill your dream…  
ANAKIN: My dream was to set you free. I need some time to   
sort the rest out.  
  
The giant twin suns of TATOOINE slowly disappear behind a   
distant dune range. ANAKIN and SHMI stand watching them for   
a few moments, then reluctantly enter the domed entrance to   
the HOMESTEAD.  
  
  
INT. LORD SIDIOUS' QUARTERS  
  
A small HOLOGRAM of the MANDALORIAN COMMANDANT stands   
rigidly before the hooded and robed MASTER SITH.  
  
COMMANDANT: (drawing a breath) My Lord, I have failed you.   
Skywalker and Kenobi both escaped the trap. The   
responsibility is solely my own.  
  
The COMMANDANT stoically awaits judgment; LORD SIDIOUS is   
content to remain silent for a moment, allowing the   
COMMANDANT to sweat a bit. Finally the DARK LORD speaks.  
  
SIDIOUS: You are… forgiven, Commandant. Hard to see, the   
future is. Always, it is in motion… as are our plans.   
Return with your armada to the assembly point. There you   
will stay until I have given you new instructions.  
COMMANDANT: (relieved) Yes, my Lord.  
  
The perspective changes so that SIDIOUS is further away;   
the HOLOGRAM of the COMMANDANT fades out. The MASTER SITH   
speaks.  
  
SIDIOUS: Young Skywalker's feelings for his mother are   
powerful – they make him unpredictable. But this could work   
to our advantage. Always be mindful of your enemy's   
emotions, my Apprentice. They are a weakness that can be   
exploited.  
  
A DARK FORM steps out, partially obscuring the view of LORD   
SIDIOUS.  
  
APPRENTICE: Yes, my Master.  
  
The APRENTICE SITH'S voice is a loud, eerie whisper, which   
seems to emanate from all directions.  
  
  
EXT. TATOOINE-ANCHORHEAD-SKYWALKER FARM-DAY  
  
ANAKIN is toiling away on moisture vaporators with OWEN.   
Both are hard working and determined to do all they can to   
make it.  
  
SHMI: (distant) Anakin! There's someone to see you!  
  
ANAKIN looks up from his work. He turns to OWEN who gives   
him a sideways glance.  
  
OWEN: I guess you'd better see who it is…  
ANAKIN: Probably Kitt. I promised to help him tune the sub-  
light drive on his ship.  
  
  
INT. SKYWALKER HOME  
  
ANAKIN enters through a hermetic door.  
  
ANAKIN: Hey, I had an idea about using a phase regulator   
to-  
  
ANAKIN abruptly stops talking and his eyes go wide. OBI-WAN   
is sitting in his living room. THREEPIO is acting just like   
a PROTOCOL DROID, serving some refreshment to the guest.  
  
ANAKIN: (cont'd) Obi-Wan…  
  
The JEDI KNIGHT rises from the chair.  
  
OBI-WAN: Anakin.  
SHMI: I'll leave you two alone.  
  
SHMI exits, and THREEPIO excuses himself as well. ANAKIN   
and OBI-WAN stare at each other only meters apart, but it   
may as well be light-years.  
  
ANAKIN: What are you doing here?  
OBI-WAN: That's the question I'm obligated to ask you.  
  
They stare silently at each other for a moment longer.  
  
ANAKIN: I had to do this Obi-Wan, and I knew the   
consequences. I accept full responsibility for my actions.   
I never meant any disrespect. (pause) You deserved a more   
obedient Padawan.  
  
OBI-WAN puts his hand on ANAKIN'S shoulder. There is a bit   
of relief in ANAKIN'S eyes.  
  
OBI-WAN: I would be lying if I said I wasn't angry or   
disappointed, but you're still my Padawan. More   
importantly, you are my friend.  
  
ANAKIN turns away from OBI-WAN.  
  
ANAKIN: I'm not stupid. I know the Council isn't too happy   
with me. I'm not anyone's Padawan anymore.  
OBI-WAN: To say the Council is not happy with you is quite   
an understatement.   
  
ANAKIN smirks sardonically.  
  
OBI-WAN: (cont'd) But you'll always be my Apprentice,   
Anakin, despite anything the Council might say. We both   
made vows long ago – you to become a Jedi, and I to ensure   
that you do, despite the wishes of the Council if I must.   
You also vowed to free your mother from slavery, and that I   
see you've accomplished.  
  
OBI-WAN moves very close to ANAKIN, and his voice drops.  
  
OBI-WAN: (cont'd) You're powerful Anakin. Powerful, skilled   
and smart. We'll need your help in the coming fight.  
  
ANAKIN looks confused.  
  
ANAKIN: Fight? What fight?  
  
Suddenly recognition appears on the young man's face.  
  
ANAKIN: (cont'd) You don't mean to say that-  
OBI-WAN: Amidala was right. The Republic is at war, and   
we're not winning.  
ANAKIN: I never knew…  
OBI-WAN: The Mandalorian armies are spreading like a   
plague. And so far we haven't once been able to stop them.  
ANAKIN: Why tell me this Obi-Wan? I'm a farmer now, I can't   
get involved…  
  
OBI-WAN'S voice lowers further to a conspiratorial tone.  
  
OBI-WAN: What I'm about to tell you is classified. (pause)   
We have begun to decipher some Mandalorian codes. All of   
the Republic's resources have been pulled to analyze   
whatever bits and pieces we could, and it seems to have   
been successful. We are confidant that we know their next   
target for attack.  
ANAKIN: Where?  
OBI-WAN: Naboo, I'm afraid…  
ANAKIN: Naboo? Padmé!  
OBI-WAN: She's in the very middle of it. You know she's not   
one to sit and watch. Now can be our chance to turn the   
tables; we're planning to ambush the Mandalore at Naboo.  
  
The hermetic door open and shut, allowing OWEN to pass into   
the small house.  
  
OWEN: Hey, that vaporator on the north ridge is overheating   
again and-  
  
He sees OBI-WAN.  
  
OWEN: (cont'd) Who's this?  
ANAKIN: My former Master. Owen, this is Obi-Wan Kenobi.  
  
OBI-WAN bows slightly; OWEN does not seem the least bit   
impressed.  
  
OWEN: Master? That's an interesting term, isn't it? Isn't   
that what a slave calls his owner?  
ANAKIN: Owen-  
OWEN: So why are you here, Kenobi? Certainly not to free   
slaves, I know that. Anyway, Anakin's already taken care of   
that. Maybe you're here to punish him for violating your   
precious code, hmm?  
OBI-WAN: Sir, I don't believe you're in full possession of   
all the facts.  
OWEN: Wait, I know… You've come back to use him, haven't   
you? To do some Republic dirty work?  
  
ANAKIN looks at OBI-WAN. There is a ring of truth to OWEN'S   
words.  
  
OWEN: (cont'd) You don't have to listen to this Jedi   
charlatan anymore, Anakin. (to OBI-WAN) Why don't you go   
home Jedi? Maybe your Apprentices don't have bombs in their   
necks, but they're slaves nonetheless!  
ANAKIN: Owen, stop. I'm sorry, Obi-Wan. You will always be   
my friend, and I am grateful for all you've taught me, but   
my place is here, now.  
  
He extends his hand to OBI-WAN, who takes it.  
  
ANAKIN: (cont'd) Thank you for everything. May the Force be   
with you.  
OBI-WAN: You must do what you feel is right, of course. I   
respect your decision, even though I disagree. I leave you   
in peace, Anakin. The Force will be with you always.  
  
OBI-WAN begins to exit, but stops and speaks.  
  
OBI-WAN: (cont'd) But remember one thing my friend; It's   
not just the Republic who needs you. Amidala needs you. She   
gave me something for you, in case I couldn't convince you   
to come with me.  
  
OBI-WAN reaches into his robes and produces the JAPOR   
SNIPPET that ANAKIN gave her.  
  
OBI-WAN: (cont'd) She wanted to come herself, but it took   
Generals and Jedi alike to stop her. She told me to tell   
you that unless you return this to her, she'll never have   
good fortune again. Of course I don't believe in fortune,   
but in her case I think it may be the truth…  
  
OBI-WAN leaves the charm upon a table and exits. ANAKIN   
almost starts to go after him but OWEN grabs his shoulder.  
  
OWEN: Let him go Anakin. The Jedi have brainwashed you   
enough. Come on, we still have work to do.  
ANAKIN: Yeah…  
  
  
INT. LARS/SKYWALKER HOMESTEAD-GARAGE  
  
ANAKIN tries to lose himself in work. A jumble of parts and   
electronic components lay before him. He tries to   
concentrate, but his mind wanders off. He picks up a small   
item and hurls it across the room, hitting the wall. Behind   
him, BERU enters quietly.  
  
BERU: (softly) Anakin? Are you busy?  
ANAKIN: Beru, um… no. Where's Owen?  
BERU: (hesitant) He went into town.  
  
ANAKIN is slightly puzzled. He approaches the shy young   
girl, wiping his hands off with a rag.  
  
ANAKIN: What's up?  
BERU: I overheard Owen and your mom talking about you.  
ANAKIN: Really? (nonchalant) What were they saying?  
BERU: Your old master was here – Obi-Wan, right?  
  
ANAKIN nods.  
  
BERU: (cont'd) They were talking about him and you. And   
someone named Padmé… Who is that?  
ANAKIN: (guarded) A friend.  
BERU: I think she's more than a friend.  
ANAKIN: You're awfully nosy, aren't you?  
  
BERU steps closer.  
  
BERU: I know that you sacrificed a lot when you came here.   
I heard about how you fought Gardulla's soldiers. I think   
you've sacrificed enough for everybody else.  
  
The young girl comes closer still.  
  
BERU: (cont'd) I think you should take that little necklace   
back to her and find out how she really feels about you.  
ANAKIN: But she's so far away…  
BERU: Now you sound like Owen.  
  
She looks down.  
  
BERU: (cont'd) I love him, but he's so practical. This   
rebellion is the only time I've ever seen him break the   
rules.  
  
She looks up.  
  
BERU: (cont'd) And it was because of you.  
  
BERU begins to blush.  
  
BERU: I think you're the bravest man I've ever met.  
  
Before ANAKIN has a chance to say anything, BERU steps up   
and kisses him lightly on the lips. She blushes even more   
and scampers off, leaving a baffled ANAKIN touching his   
lips, staring off after her.  
  
  
EXT. SPACE-NABOO  
  
We see the blue-green world of NABOO.  
  
  
EXT. NABOO-THEED-DAY  
  
The CAPITAL CITY is buzzing with activity.  
  
  
INT. NABOO-THEED-ROYAL PALACE  
  
The ROYAL PALACE is being used as a staging area for the   
brief of the impending REPUBLIC trap. Forces from all   
across the galaxy are represented.  
  
AMIDALA and her HANDMAIDENS are present, as are SIO BIBBLE,   
OBI-WAN, SAESEE, ARTOO, BOSS NASS, JAR JAR BINKS, BAIL and   
KABERRA, among others. A tall, older, authoritative man   
oversees the gathering; this is GENERAL ONDOS. JAR JAR is   
official ambassador between the NABOO and the GUNGANS.  
  
JAR JAR: (putting finger to lips) Shhhh! Queen Amidoll's   
gonna spek, okiday?  
  
The crowd quiets down and the brief begins.  
  
AMIDALA: (smiling) Thank you, Ambassador Binks.  
  
JAR JAR gives her the "thumbs up".  
  
AMIDALA: (cont'd) My friends, we have been drawn into a war   
against an enemy who seems to know our every thought, our   
every action. The Republic has yet to win a single victory   
against the Mandalore.  
  
There are murmurs of assent from the gathering.  
  
AMIDALA: (cont'd) The time has come for that to change.  
  
BAIL moves forward.  
  
BAIL: Jedi Librarians have been working tirelessly to   
attempt to recover any information from the shattered   
records of The Great Sith War a thousand years ago.  
  
BAIL defers to a diminutive figure.  
  
BAIL: (cont'd) Mistress Yaddle…  
  
YADDLE walks forward. She is clutching several old scrolls.  
  
YADDLE: Thorough the destruction of the records has been.   
But shined upon us, fortune has. The deciphering of an   
ancient code, patience and study has led to.  
JAR JAR: (to OBI-WAN) Shesa talkin funny. Meesa don't know   
what sheesa sayin!  
OBI-WAN: Shhh…  
  
YADDLE unrolls one of the scrolls and begins to reference   
from it.  
  
YADDLE: The time and place of the next attack, we think we   
now know.  
GENERAL ONDOS: The Mandalore shall strike Naboo three   
standard days from now. We will be waiting for them. All   
available ships will be in full combat readiness. When the   
enemy arrives we'll hit them so hard and so fast they'll   
never get a chance to deploy their troopers.  
  
It's evident that excitement is building in the crowd.  
  
AMIDALA: There is much to do and little time. We still need   
more ships and pilots to make this plan work.  
  
A familiar VOICE interrupts the QUEEN.  
  
VOICE: Do you take volunteers?  
  
The crowd turns to look at the sound. It is ANAKIN. He is   
accompanied by KITT and THREEPIO. KABERRA instinctively   
reaches for his guns, but then checks himself.  
  
JAR JAR: Annie!  
AMIDALA: Anakin!  
  
AMIDALA leaves her stage and runs to ANAKIN. JAR JAR and   
OBI-WAN approach as well.  
  
BAIL: That concludes the brief. Senators, line officers,   
there will be a meeting -  
  
BAIL'S voice fades into the background.  
  
JAR JAR: Annie Annie! Wow, yousa getting big!  
ANAKIN: Hey Jar Jar.  
  
ANAKIN and JAR JAR "hi-five"; ARTOO beeps a greeting to   
ANAKIN then turns to THREEPIO.  
  
THREEPIO: (to ARTOO) Why, of course I remember you!  
  
ARTOO beeps a question.  
  
THREEPIO: (cont'd) Oh no, my voyage with Master Kitt and   
Master Anakin was entirely pleasant. Actually, I found   
space travel quite relaxing.  
  
OBI-WAN walks up to his young friend.  
  
ANAKIN: Obi-Wan.  
  
OBI-WAN extends his hand. ANAKIN takes it and shakes it.  
  
OBI-WAN: I'm glad you're here.  
ANAKIN: (gesturing over his shoulder) This is Kitt. I'm   
betting you can use him, from the sound of it. He's good in   
a fight.  
KITT: Just give me the chance.  
OBI-WAN: I'm sure we can find a place for you, young man.  
  
KITT nods to OBI-WAN but remains silent. AMIDALA embraces   
ANAKIN.  
  
AMIDALA: I knew you'd come!  
  
ANAKIN gingerly returns her embrace.  
  
ANAKIN: M'Lady…  
JAR JAR: Hey, how yousa beein, Kitt?  
KITT: (ignoring Jar Jar) Great.  
  
He approaches AMIDALA. ROYAL GUARDS block him.  
  
KITT: (cont'd) What do they call you?  
SIO BIBBLE: "They" call her "Queen", young man, and you   
would do well to show the same respect.  
AMIDALA: No, it's all right. I am Amidala.  
  
She turns to ANAKIN. The start talking at the same time.  
  
AMIDALA and ANAKIN: We really need to –  
  
They pause.  
  
ANAKIN: Talk.  
  
AMIDALA glances at OBI-WAN. The KNIGHT looks at some of the   
other JEDI gathered some distance away. All are staring at   
ANAKIN and none look pleased to see him. SAESEE beckons   
OBI-WAN over.  
  
OBI-WAN: Anakin, we'll need to speak later.  
ANAKIN: I know.  
OBI-WAN: Excuse me. Your Majesty.  
  
OBI-WAN departs. AMIDALA takes ANAKIN'S hand. BAIL has   
finally pulled himself away from the higher-ups and   
approaches the two youths.  
  
BAIL: (to ANAKIN) Hello there, young man. You made a   
rather dramatic entrance. (to AMIDALA) Is everything all   
right?  
  
ANAKIN looks as if he has swallowed something foul tasting.  
  
AMIDALA: Everything's fine. Please let me know of any   
change in status of our current plans.  
BAIL: Oh, I'll be keeping careful watch…  
  
ANAKIN and AMIDALA depart. BAIL and KABERRA exchange looks.  
  
THREEPIO: (to ARTOO) Well, Master Anakin thought I might be   
of some utility in a code-breaking effort. I am fluent in   
over two million forms of communication -   
  
ARTOO whistles and beeps.  
  
THREEPIO: Just in time? For what?  
  
ARTOO responds enthusiastically.  
  
THREEPIO: (mortified) The battle! Oh dear…  
  
  
INT. ROYAL PALACE-ANTECHAMBER  
  
PADMÉ leads ANAKIN by the hand. They are alone.  
  
ANAKIN: Padmé, I don't –  
  
PADMÉ places a finger over ANAKIN'S lips, silencing him.  
  
PADMÉ: Don't talk. Just listen.  
  
ANAKIN complies.  
  
PADMÉ: (cont'd) There's nothing going on between Bail and   
I.  
  
ANAKIN'S eyes get a little bigger. Her finger remains on   
his lips.  
  
PADMÉ: (cont'd) He's my friend and ally, and I need his   
help. That's all.  
  
She moves closer to ANAKIN.  
  
PADMÉ: (cont'd) Besides, my heart doesn't belong to him. It   
belongs to another.  
  
PADMÉ takes her finger from ANAKIN'S lips and replaces it   
with her own lips. ANAKIN'S universe has just swung back   
180°. The two pull away, and ANAKIN looks like he's trying   
to find some words.  
  
PADMÉ: Don't talk…  
  
ANAKIN once again heeds her advice. He opens her hand and   
places into it the JAPOR SNIPPET, then closes her fingers   
around it. He pulls PADMÉ close and the two share a long,   
passionate kiss.  
  
  
EXT. SPACE-NABOO-DEEP ORBIT  
  
The hastily assembled REPUBLIC FLEET is deployed around   
NABOO; they are waiting. They have been waiting for   
sometime now.  
  
  
INT. COMMAND SHIP-BRIDGE  
  
BAIL is pacing back and forth on the BRIDGE.  
  
BAIL: (expectantly) Anything?  
OFFICER: Nothing sir.  
  
BAIL looks stressed. The ship's CAPTAIN approaches him.  
  
CAPTAIN: (quietly) Prince Organa, the Fleet has been on   
alert for an extraordinary period of time. (pause) We can't   
maintain this state of readiness for much longer.  
  
The PRINCE looks grim.  
  
  
INT. ANAKIN'S FIGHTER-COCKPIT  
  
ANAKIN is struggling to stay awake. ARTOO beeps from his   
droid socket, startling ANAKIN.  
  
ANAKIN: Yeah, I'm okay. Thanks Artoo. (rubs his eyes) Whew.   
(into comlink) Kitt, how're you holding up?  
KITT: (over comlink) Standing by.  
ANAKIN: This radio silence is killing me.  
  
  
EXT. SPACE  
  
ANAKIN wiggles his fighter's wings, attracting OBI-WAN'S   
attention in a nearby fighter. KITT can be seen in a TURRET   
behind ANAKIN and ARTOO. OBI-WAN gives a "thumbs-up", which   
ANAKIN returns.  
  
  
INT. ANAKIN'S FIGHTER-TURRET  
  
KITT is strapped in, ready.  
  
ANAKIN: (over comlink) I wish I could at least talk to   
Padmé.  
KITT: (into comlink) Yeah, me too.  
ANAKIN: (over comlink) Quiet.  
  
KITT allows himself a smirk. ARTOO can be seen looking back   
and forth between the COCKPIT and the TURRET.  
  
  
INT. PALACE-COMMAND CENTER  
  
The QUEEN is pacing.  
  
AMIDALA: (expectantly) Anything?  
OFFICER: Nothing, your Majesty.  
JAR JAR: Don't minden meesa sayin so, but mebbe deesen   
Mandy-weans goin someplace diffrent?  
SIO: We must consider that Ambassador Binks may be correct   
in his assessment.  
AMIDALA: We've come too far. If we stand-down now we could   
be faced with a military disaster. We must persevere.  
SIO: My Queen, The ancient records of the Mandalore were   
fragmentary at best –  
  
An OFFICER interrupts excitedly.  
  
OFFICER: Multiple craft emerging from hyperspace, sector   
four-three delta!  
  
All conversation stops. Everyone freezes.  
  
  
INT. COMMAND SHIP-BRIDGE  
  
All personnel on the BRIDGE stand frozen in place as well.  
  
OFFICER: The hyperspace distortion is massive, indicating   
large vessels…  
BAIL: We need confirmation…  
  
  
INT. PALACE-CONTROL CENTER  
  
Some strange static-filled transmissions can be heard.  
  
AMIDALA: (to herself) Come on…  
THREEPIO: These codes match those of the ancient texts.   
They are Mandalorian in origin.  
AMIDALA: Give the order!  
  
  
INT. COMMAND SHIP-BRIDGE  
  
BAIL: All flights, this is Central Command, hostiles in   
sector four-three delta! Engage and destroy!  
  
  
INT. ANAKIN'S FIGHTER-COCKPIT  
  
ANAKIN lets out a whoop.  
  
ANAKIN: Whooooo! Let's go!  
  
ANAKIN pushes the throttles full forward.  
  
  
INT. OBI-WAN'S FIGHTER-COCKPIT  
  
OBI-WAN'S fighter surges forward as well.  
  
OBI-WAN: (into comlink) Angel Five, form up on my wing.  
  
  
INT. ANAKIN'S FIGHTER-COCKPIT  
  
ANAKIN: (into comlink) Copy Angel Six.  
  
  
INT. ANAKIN'S FIGHTER-TURRET  
  
KITT pulls a glove tight and makes a fist. Like his   
weapons, he's charged and ready.  
  
  
EXT. SPACE  
  
ANGEL FLIGHT dives at breakneck speed toward three   
MANDALORIAN ASSAULT SHIPS.  
  
  
INT. SAESEE'S FIGHTER-COCKPIT  
  
SAESEE: This is Angel Leader. All craft, attack pattern   
Alpha. Wingmen cover your leaders. May the Force be with   
you.  
  
  
INT. OBI-WAN'S FIGHTER-COCKPIT  
  
OBI-WAN: (into comlink) This is Angel Six, I'm going in.  
  
  
INT. ANAKIN'S FIGHTER-COCKPIT  
  
ANAKIN: (into comlink) I'm right behind you.  
  
  
EXT. SPACE  
  
ANGEL FLIGHT begins strafing runs against the MANDALORIAN   
SHIPS. They begin to inflict damage, despite the bulk and   
heavy shields of the MANDALORIAN vessels. GUN TURRETS open   
up, filling SPACE with flak and explosions.  
  
  
INT. PALACE-CONTROL CENTER  
  
AMIDALA is intently listening to the pilots' progress. All   
of them can be heard over the COMLINK.  
  
ANAKIN: (over comlink) Angel Six, watch your port side,   
there's heavy fire.  
OBI-WAN: (over comlink) I see it. The surface of the hull   
is strange… I can see some movement.  
  
An explosion is heard. AMIDALA winces.  
  
ANGEL THREE: (over comlink) Look, enemy fighters! Coming   
out of the hull!  
  
  
EXT. SPACE  
  
DROID FIGHTERS begin to pop out of the top of the hulls of   
the MANDALORIAN SHIPS in a rippling wave.  
  
  
INT. ANAKIN'S FIGHTER-TURRET  
  
ANAKIN: (over comlink) Kitt, stay sharp.  
KITT: (into comlink) Don't look behind you…  
  
KITT immediately blasts a DROID FIGHTER to bits. He blows   
away two more with mechanical precision.  
  
  
EXT. SPACE   
  
Ferocious dogfights rage across the hulls and around the   
MANDALORIAN SHIPS.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
RIC: (into comlink) Our heavies are setting their trap.   
Anakin, break off and –  
  
He gets thrown against the side of his cockpit as flak   
buffets the NUBIAN.  
  
RIC: I'm hit!  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL: Are our Cruisers in position?  
CAPTAIN: A few more moments…  
  
  
INT. ANAKIN'S FIGHTER-COCKPIT  
  
ANAKIN: (into comlink) Ric! Hold on buddy, I'll be right   
with you!  
  
  
INT. OBI-WAN'S FIGHTER-COCKPIT  
  
OBI-WAN: (into comlink) Anakin, negative! Stay on my wing!  
  
  
EXT. SPACE  
  
The REPUBLIC CRUISERS have positioned themselves in a semi-  
circle surrounding one of the three MANDALORIAN SHIPS.  
  
  
INT. PALACE-CONTROL CENTER  
  
BAIL: (over comlink) All craft… standby…  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL: Angel Flight, breakaway!  
  
  
EXT. SPACE  
  
All the fighters of ANGEL FLIGHT accelerate away from the   
targeted MANDALORIAN SHIP at maximum speed, with enemy   
DROID FIGHTERS in pursuit. This leaves a clear line-of fire   
for the REPUBLIC CRUISERS.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL: All ships, target, maximum firepower!  
  
  
EXT. SPACE  
  
The REPUBLIC CRUISERS simultaneously open fire on the   
surrounded MANDALORIAN SHIP, pummeling it. The attack is   
too much – the MANDALORIAN SHIP begins to explode.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL: Keep firing!  
  
  
EXT. SPACE  
  
The MANDALORIAN SHIP explodes in a brilliant fireball.   
Cheers go up from the crews of the CRUISERS, the ground   
crew on NABOO and from the FIGHTER PILOTS.  
  
  
INT. SAESEE'S FIGHTER-COCKPIT  
  
SAESEE: (into comlink) All craft, regroup to holding sector   
three-three… standby…  
  
  
INT. ANGEL THREE'S FIGHTER-COCKPIT  
  
ANGEL THREE: (into comlink) Look! The other ships are   
leaving!  
  
  
EXT. SPACE  
  
The two remaining MANDALORIAN ASSAULT SHIPS breakaway,   
trailed by REPUBLIC CRUISERS and FIGHTERS. When they're far   
enough out of range, they both make the jump to lightspeed,   
one of them trailing pieces of debris behind it. They   
abandon their DROID FIGHTERS to fend for themselves. The   
REPUBLIC FIGHTERS make quick work of them.  
  
  
INT. NABOO PALACE-BALLROOM  
  
Two faces, male and female, are seen in extreme close-up.   
The faces pull away and the NABOO PALACE BALLROOM can be   
seen. A celebration is in full swing; dancing, feasting   
etc. Jugglers and acrobats entertain, while servants wander   
to and fro. Along with many others, ANAKIN and PADMÉ are   
dancing. KITT is flirting with several HANDMAIDENS. Even   
OBI-WAN looks like he's enjoying himself.  
  
  
INT. NABOO PALACE-BALLROOM-DANCE FLOOR  
  
PADMÉ: You're not bad! When did you learn how to dance?  
ANAKIN: Never had a lesson.  
PADMÉ: (incredulous) But how do you know the steps?  
ANAKIN: They just feel right.  
  
  
INT. NABOO PALACE-BALLROOM  
  
ARTOO and THREEPIO are chatting it up and JAR JAR is   
getting down with some other GUNGANS.  
  
JAR JAR: (cutting a rug) Heysa, Obi-Wan! Commen dancin!  
OBI-WAN: Perhaps later!  
JAR JAR: Suten yousself, den…  
  
OBI-WAN is listening to SAESEE, when BAIL approaches.  
  
SAESEE: Anakin seems unconcerned with current events. He   
revels in this… frivolity.  
  
They both watch ANAKIN and PADMÉ dance.  
  
BAIL: The young lad's earned it, don't you think? He's   
quite a pilot, given his age.  
OBI-WAN: I know the Council is extremely upset with   
Anakin's recent course of action, and I cannot excuse him.   
I just ask them to reconsider. Anakin is remarkably strong   
with the Force; we need him in this fight.  
SAESEE: There is a code for all Jedi to follow, even the   
Chosen One. From the lowest Padawan to the most exalted   
Master, Anakin is no exception.  
  
The music begins to die down in preparation for another   
song.  
  
BAIL: If you'll excuse me…  
  
BAIL makes his way toward ANAKIN and PADMÉ on the dance   
floor while the courtiers applaud the band.  
  
  
INT. NABOO PALACE-BALLROOM-DANCE FLOOR  
  
BAIL: You two have been practicing!  
  
PADMÉ smiles. ANAKIN remains stone-faced.  
  
PADMÉ: Bail, where have you been?  
BAIL: Here and there. (to ANAKIN) I thought I might cut in.  
ANAKIN: You'll have to ask the Queen.  
BAIL: (to PADMÉ) May I have this dance?  
PADMÉ: Of course.  
  
The next song begins and the two members of royalty lead   
the dance. BAIL and AMIDALA have both been classically   
trained and move as if they were professional dancers.  
  
  
INT. NABOO PALACE-BALLROOM  
  
ANAKIN is watching PADMÉ and BAIL dance. KITT disengages   
himself from the HANDMAIDENS and approaches him.  
  
KITT: Those two make a good couple.  
ANAKIN: You think?  
  
ANAKIN pops a bit of food into his mouth and seems to mull   
this statement over.  
  
ANAKIN: (cont'd) You did some great shooting up there.   
Thanks for keeping those fighters off my back.  
KITT: (nonchalant) I wasn't going to let you get shot up   
when my hide was at stake too.  
  
  
INT. NABOO PALACE-BALLROOM-DANCE FLOOR  
  
AMIDALA and BAIL are dancing in such a fashion so that they   
can converse intimately.  
  
  
BAIL: I see your troubles with your young friend are   
cleared up.  
AMIDALA: Everything's fine, it was all a misunderstanding.  
BAIL: What was the matter, if you don't mind me asking?  
AMIDALA: Oh this will sound silly… Anakin had this crazy   
idea that you and I were to be married.  
  
The QUEEN smiles, but BAIL returns it with a strange look   
of his own.  
  
BAIL: Is it so crazy?  
  
He lets her spin out, extending his arm along with hers.   
She steals a look at ANAKIN as he reels her back in.  
  
AMIDALA: (loud whisper) Bail, you can't be serious!  
  
  
INT. NABOO PALACE-BALLROOM  
  
OBI-WAN approaches ANAKIN and KITT.   
  
ANAKIN: Hey Obi-Wan.  
OBI-WAN: You two enjoying the party? (To KITT) I think   
those handmaidens are beginning to miss you.  
  
The HANDMAIDENS can be seen looking at KITT and the two   
JEDI, smiling and whispering.  
  
KITT: Well, I don't want to deprive them.  
  
He leaves and makes his way over, leaving OBI-WAN and   
ANAKIN alone.  
  
  
INT. NABOO PALACE-BALLROOM-DANCE FLOOR  
  
BAIL: My Queen, I would not be truthful if I told you the   
thought hadn't crossed my mind.  
  
AMIDALA nervously smiles at ANAKIN, who smiles back.  
  
  
INT. NABOO PALACE-BALLROOM  
  
OBI-WAN: I see things have been resolved between you and   
Amidala.  
ANAKIN: Yeah.  
OBI-WAN: So where does that leave us, Anakin?  
  
  
INT. NABOO PALACE-BALLROOM-DANCE FLOOR  
  
AMIDALA: Bail, I don't know what to say… I think you're a   
wonderful man, and a good friend, but –  
BAIL: (interrupting) But you don't love me?  
AMIDALA: No, I'm afraid I don't…  
BAIL: All things change with time, Amidala.  
AMIDALA: Bail, Anakin and I –  
BAIL: Are in love? Has he told you so?  
  
This gives her pause.  
  
BAIL: (cont'd) Have you told him?  
  
  
INT. NABOO PALACE-BALLROOM  
  
OBI-WAN: Some of the Council are calling for your expulsion   
from the Order.  
ANAKIN: Yes, I know.  
  
ANAKIN takes his eyes off the dance floor and looks at his   
mentor.  
  
ANAKIN: My idea of what the Jedi are has changed. I thought   
that the Jedi destroyed evil where they found it; that they   
helped the helpless and acted to prevent the exploitation   
of the weak. I've come to see the truth.  
OBI-WAN: And what truth is that?  
ANAKIN: That the Jedi are more politicians than warriors.   
All too often they use the Code as an excuse for inaction.   
The Jedi could do so much more if they were just able to   
employ their power.  
  
The band is finishing it's song.  
  
  
INT. NABOO PALACE-BALLROOM-DANCE FLOOR  
  
BAIL: You know as well as I that the hearts of our people   
would be filled with joy at such a union. It's just   
something to think about my Queen. I'll hold you to no more   
than that.  
  
With a final graceful flourish, the dance ends with much   
applause.  
  
BAIL: (cont'd) They applaud us, Amidala. I think we deserve   
just a little, don't you?  
  
The two monarchs bow/curtsey. ANAKIN and OBI-WAN politely   
applaud. AMIDALA is smiling, but behind the smile is a   
creeping look of unease.  
  
  
INT. NABOO PALACE-BALLROOM  
  
ANAKIN: All I truly know is that I want to be with her,   
Obi-Wan. Everything else is secondary.  
OBI-WAN: What about all you have learned in the ways of the   
Force?  
ANAKIN: I can feel the power within me. I don't want to   
squander it. I want to use it to change this galaxy for the   
better. I still need a teacher, though…  
OBI-WAN: If that's an invitation, Anakin, I accept.  
  
The KNIGHT and the PADAWAN both are tremendously relieved.   
They grasp forearms in a display of friendship and unity.  
  
  
EXT. CORUSCANT-CAPITAL CITY-NIGHT  
  
CAPITAL CITY shimmers in the moonlight. Air traffic is   
dense as usual.  
  
  
INT. PALPATINE'S QUARTERS  
  
SENATE GUARDS stand around the inner perimeter of   
PALPATINE'S QUARTERS. QUEEN AMIDALA, BAIL, MACE, PALPATINE,   
YODA, YADDLE, OPPO and several other PLANETARY LEADERS and   
GLOBAL DIRECTORS are present. This is the REPUBLIC WAR   
COUNCIL. A SCANNER CREW is finishing up.  
  
OFFICER: (to PALPATINE) We've completed our scan, Supreme   
Chancellor. Your quarters are completely secure.  
PALPATINE: Excellent. Your work here is finished. (To   
GUARDS) Guards, leave us please.  
  
The GUARDS file out but two remain posted outside the door,   
and two remain on the balcony. Both doors are shut and   
locked from the inside.  
  
PALPATINE: Our victory over the skies of Naboo was a great   
boost to morale, but it is time to proceed to the next   
level.  
PLANETARY LEADER: What do you propose, Supreme Chancellor?  
PALPATINE: The information you are all about to hear is   
compartmentalized classified. Only the individuals within   
my secure quarters will know of it.  
YADDLE: Lost to history have been the names of the systems   
that the enemy were tracked to and destroyed in the First   
War. Assembled a list of possible names, our Jedi   
Historians have.  
PLANETARY LEADER: Possible names for what?  
  
All seated exchange looks with each other. PALPATINE   
explains.  
  
PALPATINE: We must carry the war to the enemy. Our momentum   
must shift from the defense to the offense. The only way   
that this can occur is to strike at an enemy assembly area,   
a base of operations.  
GLOBAL DIRECTOR: Our Fleet is growing, Supreme Chancellor,   
but we don't possess nearly enough ships to stage missions   
to each of these systems.  
OPPO: We have devised a plan which we feel will maximize   
our resources.  
MACE: It has been decided that covert teams will be   
secretly inserted onto every system on the list.  
  
  
INT. JEDI TEMPLE-KNIGHT BARRACKS  
  
The scene has changed to show JEDI preparing themselves as   
MACE continues in a voice over.  
  
MACE: (voice over) Teams consisting of two Jedi each, both   
selected for their combat and infiltration skills, will be   
asked to volunteer.  
  
  
EXT. SPACE  
  
Transports move out into the depths of space.  
  
MACE: (voice over) The teams will be deployed in one-way   
hyperspace pods.  
  
PODS are shown being jettisoned from the transports and   
rocketing into HYPERSPACE.  
  
MACE: (voice over) The pods will enter the systems far   
enough away from the planets as to prevent detection of   
their hyperspace signature.  
  
  
EXT. SPACE-VARIOUS SYSTEMS  
  
The pods are shown entering realspace in various systems.   
They cruise past and onward to distant specks that   
represent their target planets.  
  
MACE: (voice over) No technology that can betray the   
presence of the teams will be used. The pods will coast to   
the planets.  
  
  
EXT. VARIOUS PLANETS-UPPER ATMOSPHERE  
  
Different PODS are shown glowing red as they enter the   
atmosphere of their respective target planets. Parachutes   
deploy to brake their speed.  
  
AMIDALA: (voice over) How will we communicate with them?  
MACE: (voice over) Each team will have with them a special   
hyperspace beacon.  
  
  
EXT. VARIOUS PLANETS-SURFACE-VARIOUS TIMES OF DAY  
  
JEDI infiltration teams are shown exiting their pods. They   
carry with them the HYPERSPACE BEACONS.  
  
OPPO: (voice over) Upon receipt of a beacon signal, the   
Fleet will immediately jump to lightspeed and initiate   
assault operations.  
YODA: (voice over) Dangerous this mission is. Vital, it is   
also. Extreme secrecy these missions will be conducted in.  
PALPATINE: (voice over) Only those present here right now   
are aware of the full plan.  
BAIL: (voice over) The Jedi that volunteer for this mission   
should all receive commendations.  
  
  
EXT. KORRIBAN-SURFACE-TIME INDETERMINATE  
  
The planet KORRIBAN is barren and rocky, racked with   
lightning and boiling skies. We see the hatch open on one   
of the JEDI PODS revealing OBI-WAN. He climbs out, and then   
begins to assist his teammate.  
  
MACE: (voice over) It is our duty, Prince Organa.  
AMIDALA: With no scanners or other electronics, how will   
the teams locate the enemy?  
  
MACE climbs out of the pod. He is the other half of OBI-  
WAN'S team.  
  
YODA: (voice over) The Force will guide them.  
  
OBI-WAN and MACE complete camouflaging their POD to the   
best of their abilities, and then stop to asses the   
situation.  
  
OBI-WAN: What a desolate place.  
MACE: Perfect to hide.  
OBI-WAN: Are you ready?  
MACE: I was about to ask you.  
  
The two KNIGHTS begin to trek across the bleak landscape.  
  
  
EXT. ALDERAAN-ORBIT   
  
The REPUBLIC FLEET is beginning to assemble. Our attention   
is drawn to the largest of the cruisers, the REPUBLIC   
COMMAND SHIP.  
  
  
REPUBLIC COMMAND SHIP-CORRIDOR  
  
BAIL and AMIDALA are in the midst of a somewhat animated   
discussion.  
  
AMIDALA: I will not remain behind. This is my fight just as   
much as it is yours.  
BAIL: You're placing yourself at risk for no good reason.   
You're a politician, not a general.  
  
The two never break stride.  
  
AMIDALA: And what does that make you?  
BAIL: My title technically makes me an Alderaanian military   
commander –  
AMIDALA: Technically? I think you're having delusions of   
grandeur. I'm going on this mission, and your smooth-talk   
isn't going to change that.  
  
BAIL stops and watches her stride off. After a few moments   
KABERRA catches up.  
  
BAIL: (to KABERRA) Humph. Women.  
  
KABERRA nods.   
  
  
EXT. KORRIBAN  
  
The JEDI approach a mountainous area.  
  
MACE: We should have a good vantage point from the top of   
that hill.  
OBI-WAN: I have a feeling we're close.  
  
  
EXT. KORRIBAN-HILLTOP  
  
OBI-WAN and MACE reach the top of the hill, and they are   
rewarded with the sight of an imposing stone TOWER.  
  
OBI-WAN: It must be hundreds of years old.  
MACE: A thousand.  
  
They look at one another.  
  
MACE: (cont'd) Now what?  
  
OBI-WAN dusts himself off and pulls out ELECTROBINOCULARS.  
  
OBI-WAN: We shall be patient.  
  
  
INT. REPUBLIC COMMAND SHIP-HANGAR  
  
ANAKIN and RIC stand in the fighter-filled HANGAR looking   
at technicians swarm over the ROYAL STARSHIP. RIC wears a   
sling on his arm.  
  
RIC: I wish I could be up there with you, Anakin.  
ANAKIN: Who's gonna fly the Nubian?  
RIC: I'm looking at him.  
  
ANAKIN looks shocked.  
  
ANAKIN: What? Are you kidding? I can't take your ship!  
  
A female VOICE interrupts.  
  
VOICE: But it's my ship.  
  
ANAKIN turns to see PADMÉ walking up to him. RIC comes to   
attention.  
  
PADMÉ: (cont'd) And I say you can take it. Captain Olié   
deserves a rest. Besides, he was the one who suggested that   
you take the ship into battle.  
  
  
EXT. KORRIBAN  
  
OBI-WAN: I think I see something.  
  
ELECTROBINOCULARS are whipped out.  
  
OBI-WAN: (cont'd, looking through binoculars) There, at the   
base of the central Tower.  
MACE: (looking through binocs) I don't see anything… wait –  
  
We see the base of the TOWER through ranging   
ELECTROBINOCULARS. Emerging is a squad of MANDALORE.  
  
MACE: (voice over) It's them.  
  
The two JEDI put down their binoculars and lean back   
against their rocky observation point.  
  
MACE: (cont'd) I sense something Obi-Wan. A presence… dark,   
powerful… unfamiliar.  
  
MACE pulls the HYPERSPACE BEACON out and fondles it.  
  
OBI-WAN: The dark presence you sense… I feel it as well.   
But it's not unfamiliar to me.  
  
MACE appraises his teammate and friend carefully.  
  
OBI-WAN: (cont'd) I've felt it's black touch before… on   
Naboo. I think a Sith is here, now, on this blasted rock.  
  
The two JEDI look resigned to their fate. MACE pulls his   
LIGHTSABER out and lays it beside him. MACE sighs.  
  
MACE: You ready?  
  
OBI-WAN withdraws his SABER.  
  
OBI-WAN: (smirking) I was about to ask you.  
  
MACE yanks the BEACON. It lights and begins to emit a low   
humming noise.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
There is a cacophony. An excited OFFICER stands and shouts   
above it.  
  
OFFICER: (to BAIL) Sir, one of the beacons has been   
activated!  
BAIL: Where? Korriban! They're on Korriban!  
AMIDALA: Obi-Wan…  
  
  
INT. THE TOWER  
  
DARTH VEIL sits upon a massive horse-like beast. VEIL'S   
head is bowed, but the apprentice's head slowly rises to   
look high into the air.  
  
VEIL: And so it begins…  
  
  
EXT. KORRIBAN  
  
MACE has planted the BEACON into the ground, as OBI-WAN   
observes the TOWER through the ELECTROBINOCULARS.  
  
MACE: How will we know if the signal's going out?  
OBI-WAN: Don't worry, it did. Come look for yourself.  
  
MACE takes up beside OBI-WAN and borrows his binoculars.   
Through them we see numbers of TROOPERS running out of the   
TOWER, some of them pointing up toward the ledge that the   
JEDI are on.  
  
MACE: (voice over) It seems we've kicked over an anthill…  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL: Send the code to the Fleet! The target is the   
Korriban System!  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
The NAVI-COMPUTER lights up and starts to make noise.  
  
VOICE: (over comlink) All craft, all craft… standby for   
combat jump.  
KITT: We're getting coordinates… they're encrypted…  
ANAKIN: I don't know exactly where we're going but it's   
gonna be in a big hurry.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL: (into comlink) All craft, prepare to make the jump to   
lightspeed on my mark…  
  
  
EXT. SPACE-ALDERAAN  
  
JUMP ENGINES throughout the REPUBLIC FLEET begin to glow   
hot.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
BAIL: (over comlink) May the Force be with us…  
  
Interiors of fighter cockpits and bridges of several   
cruisers flash by as BAIL finally gives the command.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL: (into comlink) Mark!  
  
  
EXT. KORRIBAN-THE TOWER  
  
Squads of MANDALORE begin to double-time toward MACE and   
OBI-WAN'S position.  
  
  
EXT. KORRIBAN  
  
OBI-WAN puts the binoculars down.  
  
OBI-WAN: We're going to have company.  
MACE: Here we go again.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
ANAKIN begins a war-whoop.  
  
ANAKIN: Yeahhhhh -  
  
  
EXT. SPACE  
  
The REPUBLIC FLEET begins to roar into HYPERSPACE.  
  
ANAKIN: (voice over) Hoooooooooo!  
  
  
INT. THE TOWER-VEIL'S CHAMBER  
  
VEIL genuflects in a small circle of light. A huge HOLOGRAM   
of the face of DARTH SIDIOUS appears before his APPRENTICE.  
  
SIDIOUS: Rise, my Apprentice.  
  
VEIL stands but does not look up at the dread form.  
  
SIDIOUS: (cont'd) The Republic has taken the bait, exactly   
as planned.  
VEIL: Two Jedi are here, master. I have felt them.  
SIDIOUS: Yes… Obi-Wan Kenobi and Mace Windu.  
VEIL: Do you wish them destroyed?  
SIDIOUS: Destroyed?  
  
LORD SIDIOUS almost seems amused.  
  
SIDIOUS: (cont'd) Patience, my Apprentice. We shall satiate   
your appetite for destruction soon enough. I have more…   
ambitious plans for Obi-Wan Kenobi.  
  
  
EXT. KORRIBAN  
  
OBI-WAN and MACE are readying themselves as the MANDALORE   
relentlessly approach. They are holding their as-yet unlit   
LIGHTSABERS, and are stretching their arms and necks in   
preparation for the inevitable fight.  
  
MACE: These storms will be almost impossible to penetrate   
with sensors. The closer we stay to the target, the less   
Republic lives will ultimately be at risk.  
OBI-WAN: It's almost time. Fight well, Mace.  
MACE: Fight well, Obi-Wan.  
  
The two JEDI shake hands then ignite their LIGHTSABERS. The   
MANDALORIAN TROOPERS open fire on the hilltop. The JEDI   
have a good defensive position, and the blaster bolts that   
they don't deflect back with their SABERS mostly explode   
harmlessly against the rocks.  
  
As the JEDI fend off the TROOPERS, they notice that a DARK   
RIDER upon a massive horse-like beast has revealed itself   
at the base of the TOWER. SYCOPHANTS scurry, attending to   
the revenant in black.  
  
OBI-WAN: Look! Down there! It must be the Sith!  
  
The DARK RIDER wheels it's mount and disappears back into   
the TOWER, but not before stopping to look back up toward   
OBI-WAN and MACE.  
  
OBI-WAN: They're behind this just as we suspected!  
  
OBI-WAN deflects a BLASTER BOLT.  
  
OBI-WAN: I'm going after it!  
MACE: It's unwise to split up.  
OBI-WAN: One of us needs to protect the beacon! I've faced   
a Sith Lord before, I have experience! There's no time to   
waste!  
  
OBI-WAN leaves MACE looks for a quick way down past the   
MANDALORE.  
  
  
HYPERSPACE  
  
The blurred DIMENSION of HYPERSPACE streaks past the ROYAL   
STARSHIP, and the rest of the FLEET.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
KITT: We should be getting close.  
VOICE: (over comlink) All craft, standby…  
  
  
INT. THE TOWER  
  
OBI-WAN cautiously threads his way into the gloomy edifice.   
He eventually enters a GREAT HALL decorated with strange   
runes and frightening hieroglyphs. He does not yet see his   
SITH quarry, but the place is unquestionably strong with   
the DARK SIDE.  
  
  
EXT. KORRIBAN  
  
MANDALORE TROOPERS are beginning to flank MACE'S position.   
His situation is becoming precarious as the enemy throws   
more and more bodies at him, yet he remains icy calm.  
  
MACE senses the TROOPERS on his flank and adjusts his   
position accordingly, He is now surrounded by about a dozen   
of the enemy, while a second and third wave make their   
climb to join the fight. The MASTER JEDI'S face registers   
no emotion as he holds his laser blade low, waiting.   
Finally the MANDALORE attack.  
  
Against seemingly impossible odds, MACE redirects the force   
of the MANDALORE attack against itself and casually   
annihilates half of them in the blink of an eye. The rest   
are dealt with in a surprise volley of blaster fire;   
several REPUBLIC RECON SPEEDERS race up to MACE'S position.  
  
PATROL LEADER: (hurried) Master Windu, we're here to   
extract you and your teammate… where is he?  
MACE: Obi-Wan is pursuing an… alternate mission objective.  
  
MACE moves to mount the SPEEDER BIKE as blaster bolts begin   
to fly around them.  
  
MACE: (cont'd) Has the Fleet begun landing the heavy   
equipment?  
  
The REPUBLIC PATROL returns fire.  
  
PATROL LEADER: Landing operations are on schedule. We're   
going back so you can quickly brief the forward elements.  
MACE: There are far more of them than we had originally   
thought.  
  
As MACE gets this last sentence out, a flight of REPUBLIC   
FIGHTERS, led by the ROYAL STARSHIP, scream out of the   
storm-racked sky and begin to strafe the MANDALORE   
positions.  
  
PATROL LEADER: Our fighters will soften them up!  
  
The three SPEEDER BIKES bank and peel out, heading back to   
the beachhead.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
ANAKIN: (into comlink) Angel and Bravo Flights, let's keep   
their heads down!  
  
  
INT. ANGEL LEADER'S FIGHTER-COCKPIT  
  
ANGEL LEADER: (into comlink) Copy, Angel Blue.  
  
  
INT. BRAVO LEADER'S FIGHTER-COCKPIT  
  
BRAVO LEADER: (into comlink) Copy, Angel Blue.  
  
The FIGHTERS press their attack.  
  
  
INT. THE TOWER-GREAT HALL  
  
Muffled explosions can be heard from outside the thick   
walls. OBI-WAN listens intently, standing very still.   
Suddenly his eyes go wide and he ducks and rolls just in   
time to avoid the red blade of a LIGHTSABER.  
  
Instantly on his feet with his own saber lit, the sight of   
DARTH VEIL upon the massive black steed, LIGHTSABER at the   
ready, meets the JEDI KNIGHT. The SITH wheels the beast   
around, and then gracefully dismounts. With a slap on the   
rump and a snort, the creature gallops off into the   
darkness, leaving the two combatants alone.  
  
OBI-WAN: An attack from the shadows is the ploy of a   
coward.  
  
He slowly moves and adjusts his stance, while the SITH does   
the same.  
  
VEIL: Long have I waited for this moment, Jedi.  
  
THE SITH is a surreal vision. A silken black streamer that   
hangs from the hilt of the red-bladed LIGHTSABER seems to   
jump and dance. A tight mask clings to VEIL'S face, while a   
dark banner flutters over the APPRENTICE'S head. This is   
disconcerting to OBI-WAN for just a moment. His reply is   
delivered with supreme confidence.  
  
OBI-WAN: What makes you think you'll fare any better than   
your predecessor, Sith?  
  
OBI-WAN lunges and the laser blades clash, casting the   
GREAT HALL in surreal flashes of light.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
Static-laden reports can be heard.  
  
OFFICER: From the sound of it, our fighters have begun   
their attack on the enemy positions. These storms are   
playing havoc with our communications.  
BAIL: Keep us updated as best you can. We're relying on our   
fighters to give us the edge on the ground.  
  
  
EXT. KORRIBAN-REPUBLIC BEACHHEAD-TIME INDETERMINATE  
  
Landing craft continue to disgorge troops and heavy   
equipment. Thousands of soldiers, HOVER TANKS and SPEEDER   
BIKES move across the rocky ground. Occasionally FIGHTERS   
can be seen overhead. JAR JAR, BOSS NASS, CAPTAIN TARPALS,   
OPPO RANCISIS, YODA and GENERAL ONDOS are receiving a final   
quick brief from MACE.  
  
YODA: (irritated) Immortal Obi-Wan is not!  
MACE: What's done is done, we cannot change it. Obi-Wan is   
surely engaged with the Sith Lord at this very moment.  
YODA: Humph! Reckless! Waited he should have, not rushed   
off to face this foe!  
  
  
INT. BRAVO THREE'S FIGHTER-COCKPIT  
  
BRAVO THREE: (into comlink) It's hard to see out here,   
chief.  
  
  
INT. BRAVO LEADER'S FIGHTER-COCKPIT  
  
BRAVO LEADER: (into comlink) Keep the chatter down, Bravo   
Three. Concentrate on your instruments.  
  
  
INT. BRAVO THREE'S FIGHTER-COCKPIT  
  
BRAVO THREE looks up from his instruments and a look of   
horror crosses his face.  
  
BRAVO THREE: Aaahhhhhh!  
  
  
EXT. BRAVO THREE'S FIGHTER  
  
BRAVO THREE zigged when he should have zagged, and his   
fighter smashes into the top of a high rock formation that   
leapt out from the low-lying clouds.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
KITT and ANAKIN both wince as a bright flash fills the   
COCKPIT with harsh light.  
  
KITT: Whoa, that got 'im.  
  
ANAKIN shoots KITT a dirty look.  
  
ANAKIN: (into comlink) All Flights, keep your eyes open! We   
just lost Bravo Three!  
  
  
INT. THE TOWER-GREAT HALL  
  
OBI-WAN and VEIL end their first exchange and resume their   
slow circling. Neither has yet gained nor given ground.  
  
VEIL: You are powerful indeed, Jedi, but you have   
difficulty controlling your fear.  
  
OBI-WAN practically snorts in VEIL'S face.  
  
OBI-WAN: (derisively) You'll need to do better than that. I   
fear nothing about you.  
  
The two warriors briefly clash again.  
  
VEIL: Ahh, fear… You do fear Jedi. Yes, you do fear… Is not   
your own Apprentice the very Chosen One himself?  
  
A perplexed look can be seen on the JEDI'S face, slowly   
replaced by one of consternation.  
  
  
EXT. KORRIBAN-FRONT LINES  
  
The REPUBLIC ARMY deploys on what barely passes for a   
plain. Looming at some distance in front of them lay THE   
TOWER. In between the two the MANDALORIAN HORDE waits. The   
two great armies come to a standstill. Lightning fills the   
sky as a cold rain begins to fall. REPUBLIC TROOPS can be   
seen readying themselves, looking unsure about the future.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
OFFICER: (to BAIL) Our front line units are in position to   
engage the enemy.  
BAIL: (to AMIDALA) This is it, my Queen.  
  
AMIDALA looks very troubled.  
  
OFFICER: Sir, we're picking up unidentified hyperspace   
signatures…  
  
BAIL wheels on the OFFICER abruptly.  
  
BAIL: What?  
  
  
EXT. KORRIBAN-FRONT LINES  
  
The time for preparation is over. Only the hum of   
REPULSORLIFTS and the sizzling and popping of rain on   
LIGHTSABER blades can be heard. OPPO raises his furry hand.  
  
OPPO: May the Force be with us. Open fire!  
  
REPUBLIC TROOPS charge forward and assault vehicles race   
ahead. BLASTER fire issues forth from both sides, as tens   
of thousands of MANDALORIAN TROOPERS rush headlong into   
battle. A swarm of FIGHTERS swoop out of the sky once   
again.  
  
  
EXT. KORRIBAN-SKY OVER FRONT LINES  
  
FIGHTERS unleash their weapon on the MANDALORE.   
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
ANAKIN: (into comlink) Angel Flight, concentrate your fire   
on the front lines, Bravo Flight keep pressure on their   
rear echelon.  
BRAVO LEADER: (over comlink) Copy, Angel Blue.  
ANGEL LEADER: (over comlink) Copy, Angel Blue.  
KITT: Like shooting fish in a barrel…  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
There are concerned looks all around.  
  
OFFICER: Definite contacts… multiple large vessels…  
OFFICER#2: Sir, we have confirmed Mandalorian Assault   
Ships.  
  
BAIL pounds his fist on a console, enraged.  
  
BAIL: Enemy ships?! How could they have known of our   
attack?!  
  
AMIDALA approaches him. She speaks softly.  
  
AMIDALA: There are too many of them. We'll be at their   
mercy…  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
ANAKIN appears confused.  
  
ANAKIN: (into comlink) Say again, command ship?  
  
The reply is static-filled but decipherable.  
  
VOICE: (over comlink) Angel and Bravo Flights, your code is   
Violet. Say again, Code Violet.  
  
ANAKIN: Copy, Command Ship.  
KITT: What's up?  
ANAKIN: I don't get it. That was the recall code for the   
fighters.  
  
  
EXT. KORRIBAN-FRONT LINES  
  
THE REPUBLIC is giving a good showing of itself. Under the   
barrage of fire from their fighter cover, they are making   
headway against the MANDALORIAN HORDE.  
  
Suddenly the fighters break off and zoom up away into the   
sky. The REPUBLIC TROOPS look skyward, dumbfounded.  
  
REPUBLIC TROOPER: Our fighter cover!  
  
YODA, GENERAL ONDOS and OPPO are in the rear echelon.  
  
OPPO: (to OFFICER) Lieutenant, what's going on?  
OFFICER: The Command Ship and its escorts are under attack.   
Prince Organa has recalled the fighters to defend them.  
  
  
INT. THE TOWER-GREAT HALL  
  
VEIL: The Chosen One… how came you to shoulder the burden   
of his training?  
  
OBI-WAN chooses to respond with his LIGHTSABER. The SITH   
and the JEDI are both fast and acrobatic.  
  
VEIL: (cont'd) A heavy burden it must be. One misstep –   
  
Despite his years of training, OBI-WAN is becoming slightly   
agitated.  
  
OBI-WAN: You speak nonsense.  
  
VEIL launches into a furious attack, punctuated by a kick   
that sends OBI-WAN reeling.  
  
VEIL: One misstep, and he could fall…  
  
  
EXT. KORRIBAN-FRONT LINES  
  
Tens of thousands of troops are locked in battle. In some   
cases the fighting is so fierce the fighting is hand-to-  
hand. This is where the presence of the JEDI makes the most   
difference.  
  
JAR JAR and CAPTAIN TARPALS are firing blasters at the   
enemy, leading the rest of the GUNGAN fighters by example.   
MACE is nearby, fighting. JAR JAR yells to him over the   
cacophony.  
  
JAR JAR: (to MACE) Ussen fighters leavin! Meesa tinken   
weesa getting in big du du, mebbee!  
  
MACE casually notes this, as he sends several more of the   
enemy to meet their destiny.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
The view out the windscreen shows the NUBIAN breaking   
through the last of the atmosphere into space.  
  
ANGEL THREE: (over comlink) Tally ho! Enemy vessels in   
sectors seven-six and seven-nine.  
ANAKIN: (into comlink) I don't see any – no, wait, I see   
them. Six marks at eight-five!  
ANGEL LEADER: (over comlink) Six more marks at three-zero.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
AMIDALA listens intently to ANAKIN'S voice over the   
COMLINK.  
  
ANAKIN: (over comlink) Copy, Angel Leader. Let's shake them   
up.  
  
  
INT. BRAVO LEADER'S FIGHTER-COCKPIT  
  
BRAVO LEADER: (into comlink) Copy, Angel Blue. Bravo   
Flight, we'll handle the port group. Bravo Two, form up on   
my wing.  
  
  
INT. BRAVO TWO'S FIGHTER-COCKPIT  
  
BRAVO TWO: I'm right with you, Bravo Leader.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
OFFICER: All fighter groups engaging enemy vessels.  
AMIDALA: (to BAIL) What about the air support for our   
ground forces?  
BAIL: (unconvincing) They can handle themselves.  
  
  
INT. THE TOWER-GREAT HALL  
  
A slight sheen of perspiration is beginning to appear on   
OBI-WAN'S brow, testimony to the nature of the fight. If   
the SITH is becoming fatigued it is not evident, as VEIL is   
practically dancing around. OBI-WAN furiously attacks VEIL   
who expertly parries.  
  
VEIL: (cont'd) Yes, you do fear… you fear losing your   
Padawan.  
  
DARTH VEIL produces and ignites a SECOND LIGHTSABER, black   
streamer floating from the hilt like it's twin. The SITH   
wields both sabers simultaneously.  
  
VEIL: (cont'd) And fear you should.  
  
OBI-WAN seems distracted by the whole disturbing   
demonstration.  
  
  
EXT. KORRIBAN-FRONT LINES  
  
The battlefield is carnage. For every MANDALORE the   
REPUBLIC and JEDI cut down, 20 more seem to take their   
place. The initial REPUBLIC attack is waning without their   
air support.  
  
  
EXT. SPACE  
  
ANGEL and BRAVO FLIGHTS take on the MANDALORIAN ASSAULT   
SHIPS. Immediately waves of DROID FIGHTERS are released   
from the hulls of the huge vessels.  
  
  
INT. ANGEL FOUR'S FIGHTER-COCKPIT  
  
ANGEL FOUR cranes his neck to see down below his fighter   
through his canopy.  
  
ANGEL FOUR: (into comlink) Here come the droid fighters!  
  
  
EXT. SPACE  
  
Hundreds of DROID FIGHTERS race to meet the REPUBLIC   
FIGHTERS.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
BRAVO LEADER: (over comlink) Look alive out there!  
  
ANAKIN violently wrests the controls.  
  
  
EXT. SPACE  
  
The ROYAL STARSHIP banks violently and dives, on the tail   
of two DROID FIGHTERS. ANAKIN takes them both out,   
performing a roll while flying through the explosions.  
  
  
INT. THE TOWER-GREAT HALL  
  
  
VEIL is performing a saber-dance, the two red blades   
flashing this way and that, simultaneously attacking and   
parrying. Despite OBI-WAN'S best efforts, he can't break   
through the SITH'S defenses.  
  
Quite without warning, VEIL'S sabers are both thrown high   
into the air, and while OBI-WAN glances upward the SITH   
quickly performs a handstand with a complex spinning kick   
to OBI-WAN'S face. As if all part of the dance, VEIL   
catches both sabers as they fall and resumes the fight   
unbroken. OBI-WAN curses himself under his breath.  
  
  
EXT. SPACE  
  
Brutal dogfights rage across space and over the hulls of   
the MANDALORIAN SHIPS. ION CANNONS begin to pound REPUBLIC   
ships, most of the fire being directed at the COMMAND SHIP.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
OFFICER: They're hitting us with Ion Cannons. Shield power   
is decreasing.  
  
BAIL and AMIDALA exchange grim looks.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
ANAKIN: (into comlink) I'm going for one of the big guns!   
Huu-Tho, Deak, stay with me!  
  
  
INT. DEAK'S FIGHTER-COCKPIT  
  
DEAK: (into comlink) We're right behind you.  
  
  
EXT. SPACE  
  
The three small craft break off from the numerous dogfights   
and head toward their new target.  
  
  
EXT. KORRIBAN-FRONT LINES  
  
Heavy weapons from HOVER TANKS are blasting away, while the   
MANDALORE return fire with missiles fired from backpacks.   
Soil, SPEEDERS and men are all blasted into pieces. To make   
matters worse, the first JEDI has been killed; a rare event   
indeed.  
  
  
EXT. KORRIBAN-REPUBLIC REAR ECHELON  
  
The higher-ranking OFFICERS and JEDI can see that the   
battle is not going well. A Lieutenant rushes up to GENERAL   
ONDOS.  
  
OFFICER: General, we've sighted a new detachment of enemy   
troops on our left flank! Estimate number at fifteen   
thousand!  
ONDOS: (through gritted teeth) Where are they coming from?  
  
Up to this point, YODA had his head bowed and eyes closed.   
He speaks, and a great weariness is evident.  
  
YODA: Mmmm… Strong the enemy is. Poorly goes the battle for   
our brave warriors.  
  
The diminutive JEDI MASTER shrugs off his outer garment.  
  
YODA: (cont'd) Sit idly by, I can no longer do. (shakes his   
head) Fought in my final battle thought I had…  
  
All present regard the tiny green-skinned JEDI with awe. He   
clearly said something none of them expected to hear.  
  
  
EXT. SPACE  
  
The NUBIAN is diving through a crossfire followed by DEAK   
and HUU-THO headed for one of the huge cannons.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
ANAKIN: (into comlink) I'm making my run.  
  
KITT begins to count backwards.  
  
ANAKIN: (cont'd into comlink) Break on my signal…  
KITT: Four… three… two… one.  
ANAKIN: (into comlink) Break!  
  
KITT throws a switch.  
  
  
EXT. SPACE  
  
The ROYAL STARSHIP unleashes a PROTON TORPEDO and climbs   
sharply. His two escorting fighters also fire torpedoes and   
break right and left, weaving in front of each other. The   
torpedoes hit home, ripping apart the cannon with a massive   
explosion. The final volley from the gun, however, is   
already streaking toward the REPUBLIC COMMAND SHIP.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
The ship rocks violently, throwing BAIL, AMIDALA and the   
others off-balance. An alarm sounds in conjunction with a   
red flashing light.  
  
OFFICER: Our shields have collapsed!  
AMIDALA: (into comlink) All security sections standby to   
repel boarders!  
  
  
EXT. SPACE  
  
Like clockwork, MANDALORIAN BOARDING PODS pop out of the   
ASSAULT SHIPS, racing toward the now-vulnerable REPUBLIC   
COMMAND SHIP.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
KITT: Look at that.  
ANAKIN: (distressed) Boarding Pods! They're going for the   
Command Ship!  
  
  
EXT. SPACE  
  
The NUBIAN dives out of the dogfight in pursuit of the   
swarm of pods.  
  
  
EXT. KORRIBAN-FRONT LINES  
  
A wrist-cord wraps itself around JAR JAR, immobilizing him.  
  
JAR JAR: Yaaaahhhh!  
  
Instantly a LIGHTSABER slices through it. JAR JAR tumbles   
backward, ears flopping over his face. A boot kicks the   
owner of the wrist-cord, sending the MANDALORE reeling; the   
boot belongs to MACE. He helps the hapless GUNGAN back to   
his feet.  
  
MACE: You need to be more careful, my friend.  
JAR JAR: Weesa gettin pasted out here!  
  
A nearby explosion knocks MACE to the ground. Blaster fire   
assails him and he is forced to defend himself and those   
behind him with one hand, as he uses his other hand to try   
to get back to his feet.  
  
From out of nowhere, a deep rumbling sound is heard. A   
gale-force wind blows rain in the faces of the attacking   
MANDALORE As they struggle against this the ground beneath   
them begins to shake, ultimately exploding upward in a   
spray of rock and soil.  
  
Several hundred MANDALORE have been blasted off their feet.   
MACE and JAR JAR turn and to their astonishment see YODA,   
his GIMER STICK held up like a lightning rod.  
  
  
INT. THE TOWER-GREAT HALL  
  
The upper hand belongs now to the SITH. OBI-WAN is sweating   
profusely, weary in every joint. Between his initial   
overconfidence and VEIL'S relentless taunts and threats,   
OBI-WAN has allowed himself to become frustrated. The   
SITH'S face cannot be seen, but OBI-WAN can tell in VEIL'S   
movements that there is no fatigue. VEIL continues the   
beautiful, graceful, deadly dance.  
  
VEIL: You tire, Knight. Your strength wanes… your powers   
are weak.  
  
OBI-WAN charges VEIL, leaping high and somersaulting.   
VEIL'S twin red blades flash outward and upward; OBI-WAN   
falls awkwardly onto the ground some distance away.  
  
The perspective changes to ground level, where we see OBI-  
WAN'S face planted in the dirt. Behind him can be seen the   
looming form of the SITH. Mocking, terrible laughter fills   
the hall.  
  
  
EXT. SPACE  
  
The NUBIAN races after a swarm of BOARDING PODS.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
KITT: This is pointless, Anakin. You'll never get them all.  
  
ANAKIN ignores his co-pilot as he squeezes off another   
burst of blaster fire.  
  
  
EXT. SPACE  
  
ANAKIN fires volley after volley, destroying one POD after   
another, but KITT'S prediction is correct: there are too   
many of them. They've almost reached the REPUBLIC COMMAND   
SHIP.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
KITT: Pull up!  
  
  
EXT. SPACE  
  
The pods fire their retros and impact the hull of the   
COMMAND SHIP with a metallic clang. The ROYAL STARSHIP   
pulls up just in time to avoid crashing.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL, AMIDALA, KABERRA, THREEPIO and the rest of the crew   
look up and around as multiple metallic thuds reverberate.  
  
  
EXT. SPACE  
  
Flashes can be seen at the base of the BOARDING PODS.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
ANAKIN: Dammit! (into comlink) Angel Blue to Command Ship!   
Boarding Pods on your hull!  
  
  
INT. REPUBLIC COMMAND SHIP-CORRIDOR  
  
The overhead blasts downward, and MANDALORE jump down into   
the COMMAND SHIP.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL: Seal off the bridge! Close all blast doors!  
ANAKIN: (over comlink) Padmé!  
  
PADMÉ rushes to a console and activates a comlink.  
  
PADMÉ: (into comlink) Stay away Anakin! We can protect   
ourselves!  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
ANAKIN: (into comlink) There's too many of them! You don't   
have a chance without me!  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
ANAKIN: (over comlink) Just hang on! I'll –  
  
An explosion rocks the ship and the transmission is lost.  
  
PADMÉ: Anakin! Anakin!!  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
ANAKIN'S face could be set in stone as he pushes the   
throttles to their stops.  
  
KITT: This is really stupid…  
  
  
EXT. SPACE  
  
The NUBIAN screams into a full after burn power-dive headed   
straight for the HANGAR of the COMMAND SHIP.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
KITT: You have no approach vector.  
  
This doesn't faze ANAKIN.  
  
KITT: (cont'd) You're going in way too fast.  
ANAKIN: Shut up!  
  
ANAKIN squeezes his eyes shut. KITT grabs onto whatever   
handhold he can find and braces himself.  
  
  
EXT. SPACE  
  
The ROYAL STARSHIP roars into the HANGAR.  
  
  
INT. REPUBLIC COMMAND SHIP-HANGAR  
  
The gleaming craft blasts through the HANGAR far faster   
than it should.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
KITT is still braced with his eyes now widening. ANAKIN   
fights the controls.  
  
  
INT. REPUBLIC COMMAND SHIP-HANGAR  
  
ANAKIN puts full reverse on the engines and performs a   
dramatic horizontal flare-out, so that the bottom of the   
ROYAL STARSHIP becomes parallel with the wall, only a half   
meter away. ANAKIN then sets the ship down uneventfully.  
  
  
INT. ROYAL STARSHIP-COCKPIT  
  
ANAKIN is unbuckling his restraints, but KITT is still   
locked in his crash-position.  
  
ANAKIN: See, no problem.  
  
ANAKIN rushes out of the cockpit.  
  
ANAKIN: (voice-over) You coming?  
  
KITT takes a deep breath then begins to loosen his   
restraints.  
  
  
INT. THE TOWER-GREAT HALL  
  
DARTH VEIL'S laughter continues to echo throughout the   
GREAT HALL. OBI-WAN slowly pulls himself to a sitting   
position, running a hand across his face. Above his right   
eye is blackened, and it is beginning to swell shut. Dark   
red and black blood stains OBI-WAN'S hand; his situation   
looks dire indeed.  
  
VEIL: You are beaten. It is useless to resist.  
  
As the dark form of the SITH APPRENTICE slowly stalks   
toward the wounded KNIGHT, a serene look unexpectedly   
appears on OBI-WAN'S face. He closes his good eye and rises   
to his feet, his back to the approaching SITH.  
  
OBI-WAN: (voice over) How am I supposed to fight if I can't   
even see, Master?  
QUI-GON JINN: (voice over) Your eyes can deceive you, my   
Padawan, don't trust them.  
  
  
INT. JEDI TEMPLE-TRAINING HALL  
  
We FLASHBACK to a memory of OBI-WAN training with QUI-GON.   
QUI-GON is almost finished with tying a blindfold behind   
OBI-WAN'S head.  
  
OBI-WAN: Alright, I'll try.  
QUI-GON: No, you won't try. You will do, Obi-Wan. There is   
no "try".  
OBI-WAN: (apprehensive) Yes, Master.  
  
QUI-GON engages OBI-WAN in slow, exaggerated saber-play,   
trying to force him to rely solely on his Force-based   
instincts.  
  
  
INT. JEDI TEMPLE-OBSTACLE HALL  
  
OBI-WAN is precariously perched on top of a series of   
obstacles, blindfolded. Three REMOTES orbit him. He ignites   
his blue saber and the REMOTES attack. OBI-WAN fights hard   
to keep his balance and simultaneously protect himself.   
QUI-GON watches from below.  
  
QUI-GON: Reach out, Obi-Wan! Let go your conscious self!  
  
A REMOTE zaps OBI-WAN and he falls, catching himself with   
one hand.  
  
INT. JEDI TEMPLE-TRAINING HALL  
  
OBI-WAN fights QUI-GON again, blindfolded, but this time   
the pace is much faster, almost real fight speed.  
  
  
INT. JEDI TEMPLE-TRAINING HALL  
  
A blindfolded OBI-WAN again fights off three REMOTES, but   
this time he is sure-footed and much better.  
  
QUI-GON: Good! Let the Force flow!  
  
OBI-WAN successfully fends off the attack.  
  
  
EXT. CORUSCANT-BUILDING UNDER CONSTRUCTION-DUSK  
  
Against the backdrop of the setting sun, QUI-GON and a   
blindfolded OBI-WAN are locked in practice combat high on   
girders overlooking CAPITAL CITY. QUI-GON cannot penetrate   
his PADAWAN'S defenses. OBI-WAN is extraordinarily fast and   
doesn't hesitate to jump and flip from beam to beam.  
  
QUI-GON briefly looses his balance and OBI-WAN is   
immediately on top of him, LIGHTSABER at his MASTER'S   
throat. OBI-WAN switches off his saber and pulls off the   
blindfold, smiling. He proffers a hand to QUI-GON who takes   
it, looking relieved and pleased.  
  
  
INT. THE TOWER-GREAT HALL  
  
We FLASHFORWARD to present day.  
  
QUI-GON: (voice over) See, you can do it.  
  
VEIL is almost upon the battered KNIGHT, twirling both   
crimson blades.  
  
VEIL: Prepare to meet your destiny.  
  
The SITH APPRENTICE swings both LIGHTSABERS at OBI-WAN –   
they are stopped cold as he blocks them, his green saber   
behind his head. His eyes remain closed.  
  
  
EXT. KORRIBAN-FRONT LINES  
  
JEDI and REPUBLIC troops surge forward through the hole   
YODA has blasted through the MANDALORIAN lines. The green-  
skinned MASTER goads his warriors to press forward. He   
grabs at MACE with a tridactyl hand.  
  
YODA: Up, up! To your feet Master Windu! Rally our forces   
we must. An example we must set!  
  
While MACE scrambles to his feet, a MANDALORE trains his   
BLASTER on YODA. The diminutive JEDI moves his GIMER STICK   
and an unseen but powerful force rips the weapon from the   
trooper's hand and flings it off into the distance.  
  
The TROOPER raises his right arm and shoots a jet of flame   
at YODA, who repulses it and redirects it back onto the   
TROOPER.  
  
YODA: Forward! Yes, fight! Fight!  
  
MACE, JAR JAR, CAPTAIN TARPALS and a large group of others   
charge ahead.  
  
  
EXT. SPACE  
  
The fighter war rages high over KORRIBAN. A MANDALORIAN   
ASSAULT SHIP blows apart, but not before releasing most of   
it's BOARDING PODS.  
  
  
INT. REPUBLIC COMMAND SHIP-CORRIDOR  
  
MANDALORE methodically, relentlessly make their way through   
the ship blasting anything that gets in their path.   
REPUBLIC SECURITY fights a valiant, but ultimately suicidal   
battle.  
  
A group of TROOPERS reaches the BRIDGE BLAST DOORS, wiping   
out the guards defending it. They open fire on the door.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
Muffled explosions can be heard.  
  
OFFICER: They're outside.  
  
Weapons are passed out to all hands on the BRIDGE,   
including BAIL and AMIDALA.  
  
BAIL: Make sure to take what cover you can.  
  
The BRIDGE CREW puts consoles and other equipment between   
themselves and the BLAST DOOR.  
  
THREEPIO: Oh my goodness, do you think the Mandalore might   
possibly have need for a protocol droid?  
  
The DROID receives a few disparaging looks.  
  
THREEPIO: Oh, well, I suppose not.  
  
  
INT. REPUBLIC COMMAND SHIP-CORRIDOR.  
  
Over the shoulder of a MANDALORE we see retreating REPUBLIC   
SECURITY. The TROOPER brings his weapon up to fire. A hand   
taps the TROOPER on his armored shoulder and he   
instinctively turns around smack into ANAKIN'S boot.  
  
The MANDALORE falls back as the others turn to see ANAKIN,   
crackling blue laser blade held out before him, and KITT   
with a BLASTER. The MANDALORE open fire and ANAKIN   
immediately wades into them. KITT seeks cover and returns   
fire, as additional REPUBLIC SECURITY stragglers take up   
position beside him.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
The BRIDGE BLAST DOOR is beginning to glow red-hot, warping   
and deforming under the intense barrage.  
  
AMIDALA: They'll be through any moment.  
  
All of the BRIDGE CREW lock and load their weapons. KABERRA   
stands directly in front of the door, a BLASTER in each   
hand.  
  
KABERRA: Stay behind me.  
  
  
INT. REPUBLIC COMMAND SHIP-OUTSIDE BRIDGE  
  
The MANDALORE continue to pour fire into the weakening   
door.  
  
  
INT. THE TOWER-GREAT HALL  
  
OBI-WAN and VEIL are at it again, but now OBI-WAN appears   
to be much more relaxed. He continues to fight with his   
eyes shut; he is parrying VEIL'S attacks much more   
effectively with more economy of movement.  
  
VEIL: You can't make me go away that easily. Tell me, are   
your eyes closed to the fate of your Padawan as well?  
  
OBI-WAN seems unmoved by VEIL'S taunts.  
  
  
EXT. SPACE  
  
Despite the Herculean efforts of ANGEL and BRAVO FLIGHTS,   
there are just too many enemy DROID FIGHTERS to contend   
with. REPUBLIC losses are mounting.  
  
  
INT. BRAVO LEADER'S FIGHTER-COCKPIT  
  
BRAVO LEADER: (into comlink) Griffin, watch your tail,   
there's two on you!  
  
  
INT. GRIFFIN'S FIGHTER-COCKPIT  
GRIFFIN: (over comlink) I see them.  
  
  
EXT. SPACE  
  
An explosion throws BRAVO LEADER against the side of his   
cockpit.  
  
  
INT. BRAVO LEADER'S FIGHTER-COCKPIT  
  
BRAVO LEADER: (cont'd into comlink) I'm hit!  
  
  
EXT. SPACE  
  
BRAVO LEADER'S fighter corkscrews away from three pursuing   
DROID FIGHTERS, trailing smoke.  
  
  
INT. REPUBLIC COMMAND SHIP-OUTSIDE BRIDGE  
  
The MANDALORE attacking the BRIDGE BLAST DOOR find   
themselves under attack from ANAKIN, KITT and REPUBLIC   
SECURITY.  
  
ANAKIN charges toward the enemy deflecting BLASTER fire   
with his saber, his goal to get to the BRIDGE. He is forced   
to skid to an abrupt halt as three MANDALORIAN WARRIORS of   
a type previously unseen step out from the wings.  
  
The new MANDALORE wear red armor with red cloaks. The four   
warriors stand appraising each other, oblivious to the   
BLASTER fire flying around them. After a pregnant pause,   
the three RED WARRIORS draw and ignite red LIGHTSABERS.   
ANAKIN rolls his eyes in disbelief.  
  
ANAKIN: Awwww… come on…  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
The BRIDGE CREW awaits the inevitable. One of the OFFICERS   
is attempting to take cover and continue to operate his   
SCANNER. A new alarm sounds and the OFFICER checks it; a   
look of utter defeat crosses his face.  
  
OFFICER: Sir… new hyperspace signatures, sector one eight,   
type unknown…  
BAIL: (to AMIDALA) Our situation is hopeless… I'm sorry.  
  
He looks back to his OFFICERS.  
  
BAIL: (cont'd) Lieutenant, standby to sound the retreat.  
VOICE: (over comlink) Republic Fleet, do you copy?  
AMIDALA: I know that voice.  
  
  
EXT. SPACE  
  
Five massive grey and red wedge-shaped ships emerge from   
HYPERSPACE with a rumbling growl. They are immense – much   
larger than anything previously seen.  
  
  
INT. REPUBLIC STAR DESTROYER VICTORY-BRIDGE  
  
We stand on the BRIDGE of the first of the secretly built   
and newly commissioned REPUBLIC STAR DESTROYERS. Many   
OFFICERS are present but the most prominent figure is   
SUPREME CHANCELLOR PALPATINE, who wears subdued military   
regalia.  
  
PALPATINE: (into comlink) Republic Fleet, this is Supreme   
Chancellor Palpatine. Star Destroyer Squadron One standing   
by.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
PALPATINE: (over comlink) We shall take care of these enemy   
fighters for you.  
  
The BRIDGE CREW exchange stunned looks. BAIL breaks into   
nervous, relieved laughter.  
  
BAIL: I can't believe it. I can't believe they're ours.  
  
  
EXT. SPACE  
  
The five STAR DESTROYERS begin to disgorge new TWIN ION   
ENGINE FIGHTERS by the hundreds, which rapidly enter into   
the dog fighting.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL looks at AMIDALA, whose initial confusion is quickly   
replaced by understanding.  
  
BAIL: (cont'd) They're ours!  
  
  
INT. REPUBLIC COMMAND SHIP-OUTSIDE BRIDGE  
  
A MANDALORE wearing a backpack kneels and fires a missile   
from it at the BRIDGE BLAST DOOR.  
  
  
INT. REPUBLIC COMMAND SHIP-OUTSIDE BRIDGE  
  
The BRIDGE DOOR is destroyed in a cataclysmic blast that   
causes ANAKIN to flinch. The trio of RED MANDALORE spread   
out evenly around ANAKIN, circling him.  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL leaps on top of AMIDALA to protect her as the BLAST   
DOOR explodes into the BRIDGE, injuring many. Shrapnel   
strikes KABERRA; he ignores it immediately returning fire   
through the breach. BLASTER FIRE fills the air as AMIDALA,   
BAIL, other BRIDGE CREW join the fight.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
Through the bedlam of noise, smoke and blaster fire PADMÉ   
catches sight of the four saber-wielding combatants. The   
RED MANDALORE continue to test the waters, probing lunging,   
jockeying for position. She instinctively knows the one   
with the BLUE LIGHTSABER is ANAKIN.  
  
PADMÉ: Anakin!  
  
She foolishly stands up disregarding her cover.  
  
PADMÉ: Anakin!!  
  
BAIL grabs at her, but too late. A BLASTER BOLT hits her   
and she falls.  
  
BAIL: (alarmed) Amidala!!  
  
  
INT. REPUBLIC COMMAND SHIP-OUTSIDE BRIDGE  
  
ANAKIN: No!!!  
  
ANAKIN sees PADMÉ fall behind the console and his heart   
sinks. His face goes through a terrifying transformation;   
the horror of the realization that PADMÉ is wounded and may   
even be dead drives him into wild, utter rage.  
  
The "feeling-out" period is over. The RED MANDALORE move to   
strike, but ANAKIN strikes first. Three swordsmen against   
one would be almost impossible to beat under normal   
circumstances, but in this case the tables are turned. It   
is over in an instant.  
  
Three corpses lay at ANAKIN'S feet. He doesn't waste a   
moment, immediately running for PADMÉ. A handful of regular   
MANDALORIAN TROOPERS stand in ANAKIN'S path. He never   
breaks stride, contemptuously cutting them down as he   
passes them.  
  
The remaining two stand directly in front of the shattered   
BRIDGE DOOR. They turn to shoot at ANAKIN, but are blasted   
by KABERRA. Before they fall, ANAKIN moves his hand and   
both MANDALORE are swatted aside as if by an unseen giant.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
ANAKIN leans down over the prone form of PADMÉ, his rage   
fading into concern. BAIL moves aside and PADMÉ looks up;   
she caught one in the shoulder, but she is alive. ANAKIN is   
tremendously relieved.  
  
PADMÉ: Anakin, I'm all right, I'm fine.  
BAIL: Please be still, you're hurt.  
PADMÉ: I'll be fine.  
  
ANAKIN kneels down and touches her injured shoulder,   
putting his other hand on her forehead. He closes his eyes   
and concentrates; when he lets go, PADMÉ sits up rubbing   
her wound.  
  
ANAKIN: Better?  
  
PADMÉ looks at her shoulder again, then back at ANAKIN,   
surprised by this aspect of ANAKIN'S power she's never   
encountered.  
  
PADMÉ: Yes… it doesn't hurt anymore… thank you.  
  
She hugs him quickly, then he turns to BAIL.  
  
ANAKIN: They'll be more of them.  
BAIL: We've got a pretty good defensive position here –  
  
A small explosion from the control console interrupts him.  
  
OFFICER: The main engines are offline! We're being dragged   
into the planet's gravity well!  
BAIL: The controls are smashed!  
  
There is a strange pause as all look to ANAKIN for their   
next move.  
  
ANAKIN: I can fix it.  
  
  
EXT. KORRIBAN-FRONT LINES  
  
An overhead view of the battlefield reveals that, despite   
their nearly superhuman efforts, the REPUBLIC ARMY and the   
JEDI are completely surrounded by the MANDALORIAN HORDE.   
Even YODA'S godlike power cannot hold back their sheer   
numbers.  
  
CAPTAIN TARPALS: Ussen surrounded! Ussen not getting outta   
dis one!  
  
YODA shields as many as he can from the voluminous enemy   
fire. There are enemy TROOPERS as far as the eye can see.  
  
The JEDI have formed a defensive perimeter in front of the   
regular soldiers who fire from inside the circle of   
LIGHTSABERS. Most of the REPUBLIC heavy equipment is   
destroyed.  
  
MACE: (over the noise) Hold your positions! We make our   
stand here!  
  
Explosions detonate all around the encircled REPUBLIC   
troops – it look like the end. Most of them are knocked to   
their feet. Through sheets of soil thrown up by the blasts   
MACE sees a flight of aircraft streak overhead at extremely   
low level.  
  
They are FIGHTERS from ANGEL and BRAVO FLIGHTS. The first   
wave makes its pass and blasts up into the sky clearing the   
way for a second wave. Bombs explode on the MANDALORIAN   
troops. JAR JAR crawls over to MACE.  
  
JAR JAR: Look! Ussen fighters is bomin! Look! Yahoo!  
  
JAR JAR points to the sky.  
  
  
INT. THE TOWER-GREAT HALL-STAIRCASE  
  
The SITH and the JEDI continue their duel on a GRAND   
STAIRCASE. VEIL'S deadly dance is becoming more frantic in   
an attempt to penetrate OBI-WAN'S defense. The KNIGHT   
continues to fight with both eyes closed, face set in   
concentration.  
  
Both of VEIL'S crimson blades flash out at OBI-WAN who   
deftly blocks them. The SITH then tries a kick; OBI-WAN   
ducks this and intercepts another with his left hand,   
grabbing hold of VEIL'S ankle and flipping the APPRENTICE   
backward and down the STAIRCASE.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
ANAKIN and ARTOO feverishly work on the damaged controls,   
while KITT, KABERRA and other REPUBLIC SECURITY PERSONNEL   
stand watch at the breached door. Moment by moment,   
KORRIBAN looms ever larger in the BRIDGE WINDOWS.  
  
OFFICER: We're entering the upper atmosphere.  
AMIDALA: Anakin, hurry…  
  
  
INT. REPUBLIC STAR DESTROYER VICTORY-BRIDGE  
  
OFFICER: (to PALPATINE) The Command Ship is drifting   
dangerously close to the planet. They are still not   
responding to our transmissions.  
PALPATINE: Keep trying. Captain Ozzel!  
OZZEL: Yes, Supreme Chancellor?  
PALPATINE: Move the ship close enough to get a tractor beam   
lock on the Command Ship.  
OZZEL: As you wish, Supreme Chancellor. Lieutenant!  
  
  
INT. THE TOWER-GREAT HALL  
  
The SITH APPRENTICE rises from the floor imperiously. OBI-  
WAN, eyes shut, self-assuredly navigates his way down the   
stairs to his opponent. VEIL points a blade directly at the   
KNIGHT.  
  
VEIL: Luck is with you.  
OBI-WAN: I don't believe in luck.  
  
VEIL'S saber play begins anew but OBI-WAN'S eyes cannot be   
distracted by it. The two re-engage like never before, VEIL   
a blur of black and red. OBI-WAN, in contrast, is all   
careful economy of motion, his preternatural FORCE-SIGHT   
aiding him.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
ANAKIN: Almost there…  
  
A display indicates green.  
  
ANAKIN: Got it! We have flight controls back.  
BAIL: But no engines.  
ANAKIN: Artoo, how're you coming with those shields?  
  
ARTOO, plugged into a computer terminal socket, lets out a   
flurry of beeps and whistles. Several BLASTER bolts streak   
by as some MANDALORE open fire from the end of the corridor   
leading to the BRIDGE. KITT, KABERRA and REPUBLIC SECURITY   
respond with their own barrage.  
  
THREEPIO: He says that both the main and auxiliary router   
couplings have been polarized. He is attempting a bypass on   
a tertiary circuit.  
BAIL: What about the engines?!  
ANAKIN: Forget about the engines, we need the shields!  
  
ANAKIN grabs the flight controls.  
  
PADMÉ: It's getting warmer in here…  
  
  
EXT. KORRIBAN-UPPER ATMOSPHERE  
  
The hull of the REPUBLIC COMMAND SHIP is beginning to glow   
from the friction being generated by KORRIBAN'S atmosphere.  
  
  
INT. THE TOWER-GREAT HALL  
  
DARTH VEIL is now on the defensive. The SITH backs away as   
OBI-WAN steadily advances. Large stones and rocks   
throughout the GREAT HALL rise and fly toward OBI-WAN,   
directed by the unseen hand of VEIL. These prove   
ineffectual, as the missiles that OBI-WAN doesn't deflect   
with his LIGHTSABER are deflected by his own use of the   
FORCE.  
  
VEIL attempts a new defensive tactic. Both LIGHTSABERS drop   
from VEIL'S hands and the SITH catches them by their black   
streamers. Rapidly the sabers are spun, using the streamers   
as tethers. Faster and faster the weapons spin creating a   
defensive perimeter around the dark figure. OBI-WAN   
advances with extreme caution.  
  
  
INT. REPUBLIC STAR DESTROYER VICTORY-BRIDGE  
  
CAPTAIN OZZEL: Supreme Chancellor, friction from the   
planet's atmosphere is ionizing the Command Ship's hull. It   
is impossible to achieve a tractor-lock.  
  
OFFICER: But Queen Amidala! The Prince! No one on board   
will survive!  
  
PALPATINE steps very close to the bridge windows, so close   
his breath fogs them. His expression is intensely   
expectant.  
  
PALPATINE: Only a miracle… could save them now…  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
ANAKIN looks tense; he is sweating as are all the others   
present on the BRIDGE with the exception of ARTOO and   
THREEPIO. He continues to wrestle the controls with one   
hand while the other tinkers with some bare wire and   
circuit boards.  
  
Our perspective changes to a HULL TEMPERATURE INSTRUMENT   
which climbs a notch, changing from yellow to red.  
  
OFFICER: Hull temperature is becoming critical.  
ANAKIN: Artoo…  
  
  
EXT. KORRIBAN-REPUBLIC COMMAND SHIP  
  
The large CRUISER plummets through the atmosphere trailing   
ionized fire. The front part of the underbelly glows from   
friction.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
ARTOO makes a final adjustment and whistles. Immediately   
the little DROID'S efforts are rewarded with a deep humming   
sound.  
  
  
EXT. KORRIBAN-REPUBLIC COMMAND SHIP  
  
SHIELDS envelop the ship and the red glow beings to   
dissipate.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
The TEMPERATURE INDICATOR begins to sink back down into the   
yellow range.  
  
OFFICER: We have partial shields!  
ANAKIN: Good, reroute all power forward. Artoo, see what   
you can do about getting maneuvering thrust.  
  
A shower of sparks cascades from a console and ANAKIN, BAIL   
and PADMÉ shield their eyes.  
  
BAIL: The automatic flight control system is off-line!  
  
  
INT. THE TOWER-GREAT HALL  
  
OBI-WAN is looking for a way through the SITH'S spinning   
sabers, advancing… advancing…  
  
In one focused movement OBI-WAN throws his own LIGHTSABER   
high into the air much as his opponent did previously. As   
VEIL momentarily looks up the JEDI steps directly into the   
arc of the sabers; he grabs both of them by their handles,   
executing a kick straight up to the SITH'S chin, and rips   
them out of VEIL'S hands.  
  
OBI-WAN hurls the two sabers into the darkness behind him   
and casually catches his own as it lands in his hand. He   
points the blade at the sprawled form of VEIL and finally   
opens his good eye, attempting to squint through the   
swollen one.  
  
OBI-WAN: This is finished. You will answer for your crimes   
before the courts and the Jedi Council.  
VEIL: (haughtily) By what authority do you act?  
OBI-WAN: By the Office of the Supreme Chancellor. Now, on   
your feet.  
  
The SITH begins to laugh.  
  
VEIL: How ironic!  
  
OBI-WAN does not look amused.  
  
OBI-WAN: Ironic?  
VEIL: That we both act in the name of the same authority!  
  
As OBI-WAN briefly ponders the implication of DARTH VEIL'S   
suspicious statement, the SITH activates a button on a   
wrist-cuff, and instantly a dozen heavily armed MANDALORE   
charge into the room. They open fire on the nearly   
exhausted KNIGHT, who is barely able to fend them off. One   
launches a wrist-cord at OBI-WAN who bats it away with his   
saber. Several more are launched at him, and combined with   
the blaster fire and his fatigue, prove too much for him.  
  
Four of the wrist-cords wrap around OBI-WAN, binding him   
securely causing his LIGHTSABER to fall impotently to the   
floor. He struggles but to no avail. In the meantime VEIL   
has risen and using the FORCE, summons both discarded   
sabers. The SITH ignites a red blade and approaches the   
captive OBI-WAN, still laughing.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
BAIL: It's impossible to fly a ship of this size without a   
computer! We'll all be dead if we don't get it back online!  
  
ANAKIN ignores the PRINCE.  
  
ANAKIN: Artoo, keep working on that maneuvering thrust.  
BAIL: (angry, to ARTOO) No, I countermand that order!   
(turns to ANAKIN) We don't need maneuvering thrusters, we   
need the flight control computer! You're going to get us   
all killed!  
  
PADMÉ steps between the seated ANAKIN and the standing   
PRINCE.  
  
PADMÉ: Bail, let him go. He knows what he's doing.  
  
She turns to ANAKIN.  
  
PADMÉ: (cont'd) You do know what you're doing, right?  
ANAKIN: Trust me.  
PADMÉ: (to ARTOO) Keep working on getting those maneuvering   
thrusters.  
  
ARTOO beeps his consent. ANAKIN has unlocked part of the   
console and unfolds a stick for manual control.  
  
  
INT. THE TOWER-GREAT HALL  
  
VEIL casually approaches the bound OBI-WAN, who stares at   
the SITH with uncharacteristic hatred. The tip of the hot   
blade comes perilously close to OBI-WAN'S neck.  
  
VEIL: You are a worthy opponent indeed, Jedi. The Chosen   
One will not require much training when he becomes one of   
us.  
OBI-WAN: Anakin will never turn to the Dark Side. He cannot   
be coerced.  
  
The SITH'S head tilts ever so slightly.  
  
VEIL: You are correct, Knight. One cannot be coerced to the   
Dark Side. One must be… seduced.  
  
At this, VEIL lowers the red saber and in a swift motion   
removes the evil black mask from its face. Beneath the   
mask, and to OBI-WAN'S shock, revulsion and confusion, is   
the face of a stunningly beautiful woman.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
The COMMAND SHIP is shaking in its descent, and most of the   
bridge crew are braced or strapped in. The windows of the   
BRIDGE allow the crew to see the cloudy and lightning-  
filled sky of KORRIBAN as they plunge through it.  
  
ANAKIN: This is like flying a star slug!  
THREEPIO: Master Anakin, the odds of successfully landing a   
star cruiser on manual control are 7,324 to one!  
PADMÉ: (to THREEPIO) Shut up! (to ANAKIN) I know you can do   
it. I believe in you.  
  
ANAKIN continues to struggle with the controls. PADMÉ   
fondles the JAPOR SNIPPET hanging around her slender neck.   
  
PADMÉ: (cont'd) Anyway, we can't die, not while I'm wearing   
this.  
  
She manages a paper-thin smile.  
  
ANAKIN: Padmé, you might want to strap yourself in. This is   
gonna be rough.  
  
The clouds break and the landmass of KORRIBAN looms in the   
windows, filing them more with each passing moment.  
  
  
INT. THE TOWER-GREAT HALL  
  
DARTH VEIL, DARK LADY OF THE SITH stands before OBI-WAN in   
all her regal splendor. Her skin, like her long flowing   
hair, are both the purest white. She smiles at OBI-WAN   
showing off perfect teeth, her canines small fangs. Only   
her eyes, yellow and fiery red, give away her true nature.   
The DARK LADY approaches OBI-WAN very closely, seemingly   
not insulted by his unabashed look of revulsion and   
astonishment.  
  
VEIL: You see, we take many forms.  
  
She approaches even closer.  
  
VEIL: (cont'd) The Chosen One will be ours. But do not   
underestimate your own role, Obi-Wan Kenobi. The Balance   
will be restored.  
  
LADY VEIL leans in, and to OBI-WAN'S seeming horror kisses   
him on his lips. She pulls away, briefly holding the   
stunned KNIGHT'S lower lip in her teeth. Suddenly the   
familiar sound of LIGHTSABERS, BLASTERS and men yelling is   
heard from outside, drawing closer.  
  
LADY VEIL switches off her LIGHTSABER with a wicked smile,   
performs a leap and back flips up onto a ledge a fair   
height above the floor. REPUBLIC TROOPS and JEDI, including   
MACE burst in and dispatch the MANDALORE holding OBI-WAN   
captive. MACE senses VEIL, but by the time he looks up   
there is a flash of black robes marking her departure. MACE   
and others pull the cords off of OBI-WAN and steady him.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
The COMMAND SHIP shudders as the winds buffet it.  
  
THREEPIO: Artoo says that maneuvering thrusters are now   
operational.  
ANAKIN: Let's give it a try…  
  
ANAKIN moves the control stick.  
  
  
EXT. KORRIBAN-REPUBLIC COMMAND SHIP  
  
Short-duration bursts of blue-white thrust shoot out at   
intervals from ports on the hull.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
The ship begins to roll over far too much. Everybody grabs   
onto something.  
  
ANAKIN: Whoa… okay, okay…  
KITT: (to ANAKIN) Hey, where'd you learn how to fly?!  
  
ANAKIN compensates and the ship rights itself. The hard   
ground relentlessly approaches.  
  
ANAKIN: We're only gonna have one shot at this. Artoo,   
switch all shield power to underneath the hull.  
THREEPIO: But sir!  
BAIL: You can't be serious!  
ANAKIN: Do it.  
  
The DROID complies and immediately tiny cracks begin to   
appear in the BRIDGE WINDOWS. ANAKIN'S face is a mask of   
total concentration. PADMÉ kneels beside him and puts her   
hands on him.  
  
PADMÉ: Anakin, I love you.  
  
ANAKIN looks up from his controls for a precious moment,   
locking eyes with the YOUNG QUEEN.  
  
ANAKIN: I know.  
  
He returns to the controls just as the fractures expand in   
the windows with sickening cracking sounds.  
  
ANAKIN: Move away from the windows!  
  
THE BRIDGE WINDOWS implode with a tremendous roar.  
  
  
INT. THE TOWER-GREAT HALL  
  
MACE: Obi-Wan! Obi-Wan!  
  
MACE cups OBI-WAN'S chin and looks at his face. The KNIGHT   
has definitely seen better days.  
  
OBI-WAN: The battle?  
MACE: We are victorious, my friend. The Force was with us.  
OBI-WAN: Victorious… what about Anakin?  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
The BRIDGE is chaos. Wind blasts through the shattered   
windows; the crew is covering their eyes, THREEPIO is   
shrieking in terror. ANAKIN has a hand in front of his   
face, shielding his eyes.  
  
A large amount of broken TRANSPARISTEEL hovers just in   
front of him. He moves a finger and the lethal shards   
clatter harmlessly to the floor. PADMÉ clings to him,   
squinting against the maelstrom. The control stick is   
practically shaking his arms loose.  
  
  
EXT. KORRIBAN-REPUBLIC COMMAND SHIP  
  
The COMMAND SHIP with its shattered BRIDGE WINDOWS lolls to   
and fro like an injured whale. The small maneuvering   
thrusters are firing continuously. The ship clips the top   
of a rock formation, weaves drunkenly between two others   
before it slams into a small body of water, skipping across   
it a few times on its slippery DEFLECTOR SHIELD. Finally   
the battered vessel comes to a rest in the water.  
  
  
INT. REPUBLIC COMMAND SHIP-BRIDGE  
  
The BRIDGE is in shambles; there is silence until THREEPIO   
begins shouting.  
  
THREEPIO: How often does this type of thing occur?!!  
  
ANAKIN lets go of the controls and grips PADMÉ tightly. She   
returns the embrace.  
  
ANAKIN: It's all right. Everything's all right.  
  
  
INT. THE TOWER-GREAT HALL  
  
An excited voice calls out.  
  
VOICE: Master Windu! Master Yoda! General Ondos! I… I can't   
believe it!  
  
The assembled move to the source of the voice, which is in   
another CHAMBER.  
  
  
INT. THE TOWER-CLONING CHAMBER  
  
An overhead view shows OBI-WAN, MACE and many others   
entering the source of the voice. They are on a ledge high   
over an enormous SUBTERRANEAN CHAMBER filled with tens of   
thousands of semi-transparent VATS.  
  
Row upon row, stacked so that the eye cannot see where they   
begin or end, the VATS each contain a CLONED human being.   
All stare, stupefied.  
  
  
EXT. CORUSCANT-SPACE  
  
In addition to the usual traffic over CORUSCANT, five new   
STAR DESTROYERS orbit the planet, with scores of TIE   
FIGHTERS cruising around them.  
  
  
EXT. CORUSCANT-SENATE BUILDING-EVENING  
  
TIE FIGHTERS fly past the SENATE BUILDING.  
  
  
EXT. SENATE BUILDING-STEPS-EVENING  
  
A crowd of tens of thousands has gathered in front of the   
steps of the SENATE BUILDING. SUPREME CHANCELLOR PALPATINE   
walks forward, orbited by HOVERCAMS.  
  
PALPATINE: Citizens of the Galactic Republic, a great   
victory has been won over the enemy!  
  
The crowd roars.  
  
PALPATINE: (cont'd) But this is just the beginning of a   
long and hard path ahead of us. Unfortunately, more brave   
lives will be lost in the defense of the Republic. But I   
would like to honor today two men whose courage saved many   
lives, including those of the Prince of Alderaan and the   
Queen of my homeworld, Naboo. Anakin Skywalker, Obi-Wan   
Kenobi, please step forward.  
  
ANAKIN and OBI-WAN, who wears a partial BACTA MASK on his   
face, come forward; ANAKIN a bit nervous but clearly proud.   
PALPATINE places ribbons upon their chests.  
  
PALPATINE: (cont'd) Anakin Skywalker, Obi-Wan Kenobi, it is   
my great honor and pleasure to present you with these   
medals of honor for your gallantry and heroism during the   
Battle of Korriban. The Republic owes you a debt of   
gratitude. Congratulations!  
  
The crowd once again erupts into applause. AMIDALA and BAIL   
are smiling and applauding, and JAR JAR is leaping up and   
down yelling. PALPATINE leans in close to ANAKIN so that   
only the young man can hear him.  
  
PALPATINE: (cont'd softly) Anakin, I'd like to speak with   
you privately after the ceremony, if it's all right with   
you.  
ANAKIN: (slightly stunned) I would be honored, sir.  
PALPATINE: (smiling) Good, good.  
  
OBI-WAN gives the SUPREME CHANCELLOR and ANAKIN an   
inquisitive look. The applause die down and PALPATINE   
continues his speech.  
  
PALPATINE: Although we achieved victory, it was not without   
great cost. It is almost a certainty that there is a   
traitor or traitors within the bureaucracy of the   
government, feeding information to the secret power behind   
the immorally cloned hordes of enemy troopers.  
  
The assemblage murmurs.  
  
PALPATINE: (cont'd) To combat this I have instituted a new   
Directorate of Internal Security. Major Tarkin, please come   
forward and be recognized.  
  
MAJOR WILHUFF TARKIN, a thin, evil-looking man in a grey   
and black uniform steps forward. He is the same man who   
acted as the MANDALORIAN COMMANDANT during the AMBUSH AT   
SIKATT.  
  
TARKIN: Friends, citizens, Supreme Chancellor Palpatine has   
entrusted me with the mission of rooting out and bringing   
to justice those who would cooperate with our enemies for   
their personal gain. I swear to all of you that I will not   
rest until these despicable traitors are stopped!  
  
The crowd bursts into long deafening applause.  
  
  
INT. PALPATINE'S QUARTERS  
  
ANAKIN enters PALPATINE'S QUARTERS. They are alone, and   
ANAKIN is unsure how to act.  
  
PALPATINE: Anakin! Come in, my boy, come in. make yourself   
at home.  
ANAKIN: Thank you, sir.  
  
The SUPREME CHANCELLOR pours himself and ANAKIN a drink,   
and then brings the glass over.  
  
PALPATINE: Let's drink a toast. To you, Anakin.   
  
ANAKIN is embarrassed.  
  
PALPATINE: (cont'd) Oh, I know that Jedi usually abstain,   
but this is a special occasion. (raises glass) To all   
you've accomplished, and all you shall accomplish.  
  
They both drink.  
  
PALPATINE: (cont'd) Come, talk with me.  
  
The two head out to PALPATINE'S balcony.  
  
  
EXT. CORUSCANT-BALCONY OVERLOOKING CITY-NIGHT  
  
SUPREME CHANCELLOR PALPATINE and ANAKIN look out over the   
vast city.  
  
PALPATINE: I understand that your future with the Jedi is   
soon to be decided by the Council.  
  
ANAKIN looks surprised.  
  
ANAKIN: How did you know that? I thought that all Council   
plans are –  
PALPATINE: Confidential? Remember who you're talking to,   
Anakin. Believe me, there's not much on this planet that   
occurs without my knowledge.  
  
ANAKIN nods. CHANCELLOR PALPATINE lets out a sigh.  
  
PALPATINE: Between you and me, I'm worried that the Jedi   
are growing more and more out of touch with the current   
state of galactic affairs. Their Code confounds me at   
times.  
ANAKIN: I know what you mean.  
PALPATINE: Of course you do, my boy. I respect how you took   
matters into your own hands and freed your mother from the   
horror of slavery. I would have done the same thing, if I   
were in your position.  
  
ANAKIN looks surprised.  
  
PALPATINE: (cont'd) Had the Senate found out about my   
secret appropriations for Star Destroyer research,   
development and construction there would have been no small   
scandal, believe me.  
  
PALPATINE takes another drink.  
  
PALPATINE: (cont'd) As it turns out, The Senate is now   
ready to pass a bill granting me absolute authority over   
the entire military for the duration of this conflict.  
ANAKIN: They would be fools not to. After all, it was your   
planning that saved our forces at Korriban.  
PALPATINE: You see Anakin, we both feel that action is the   
measure of a man's commitment, not lip service. And part of   
that commitment is the willingness to take risks.  
  
ANAKIN is confused.  
  
ANAKIN: Please don't take this as disrespect sir, but why   
are you telling me all of this?  
PALPATINE: You have been well trained, Anakin. I need men   
like you and Major Tarkin; men with drive, vision and   
ability.  
  
He places his hands on ANAKIN'S shoulders and looks into   
his eyes.  
  
PALPATINE: Don't worry about what the Council may decide.   
You determine your own destiny. We have much work ahead of   
us, and I foresee that you have much yet to accomplish, my   
young friend.  
  
  
INT. JEDI TEMPLE-COUNCIL CHAMBER  
  
MACE WINDU rises from his usual seat in the COUNCIL   
CHAMBER. He silently extends a strong hand, palm up. A   
LIGHTSABER is placed into it. We then see who placed it   
there: the LIGHTSABER is ANAKIN'S, and he doesn't look   
pleased.  
  
  
INT. JEDI TEMPLE-OUTSIDE COUNCIL CHAMBER  
  
The doors to the JEDI COUNCIL CHAMBER open and ANAKIN,   
looking piqued, marches out followed by OBI-WAN. ANAKIN   
shakes his head and laughs without humor.  
  
ANAKIN: That's so typical.  
OBI-WAN: Anakin, I know you think their decision was   
unfair, but believe me – it could have been much worse.  
ANAKIN: But what about you? Where do they get off punishing   
you?  
OBI-WAN: It's not technically a punishment, from a certain   
point of view…  
ANAKIN: (smirking) You always have such a way with words.  
  
ANAKIN shakes his head and laughs once again.  
  
ANAKIN: (cont'd) Funny, the Council reprimands us and   
Chancellor Palpatine honors us, yet the Jedi answer to him.   
How ironic!  
  
This innocent comment provokes a reaction from OBI-WAN as   
he remembers the similar words spoken by his recent SITH   
opponent.  
  
OBI-WAN: What did you say?  
ANAKIN: I just said it was ironic. Look, I'll talk to you   
later, I've got, uh… an appointment.  
OBI-WAN: With Kitt?  
ANAKIN: No, Kitt took off. He didn't like the idea of   
getting paid a conscript's wage for risking his neck. He   
said something about going back to work for Jabba for some   
real money.  
OBI-WAN: So your appointment's with someone else, then?  
ANAKIN: Um, yeah. With someone else.  
  
OBI-WAN smiles, though it hurts his face.  
  
OBI-WAN: Of course.  
  
ANAKIN turns and starts off.  
  
OBI-WAN: Anakin?  
  
The young man turns and looks back at his mentor.  
  
OBI-WAN: (cont'd) Good luck.  
ANAKIN: (sheepish smile) Thanks.  
  
  
EXT. CORUSCANT-CAPITAL CITY-CONSERVATORY-DAY  
  
A beautiful CONSERVATORY lay like a green jewel in the   
midst of the grey megalopolis that is CAPITAL CITY. It is   
one of the few preserved reminders of CORUSCANT'S natural   
beauty, forever buried beneath mountains of glass and   
steel.  
  
From high above we see three tiny figures standing in the   
center of the CONSERVATORY. A fourth figure approaches from   
the periphery. We draw closer and see that PADMÉ and two   
GUARDS wait in the middle of the green sanctuary, the QUEEN   
closely examining a delicate blossom. ANAKIN approaches,   
rapidly closing the distance. The GUARDS stand at   
attention.   
  
PADMÉ: Well… how did it go?  
  
PADMÉ looks anxious.  
  
ANAKIN: Did you hear that the Senate voted on the Supreme   
Chancellor? He has total control of the military for the   
duration of the war.  
PADMÉ: Yes I know. A handful of senators objected to the   
unprecedented power the Supreme Chancellor now wields, but   
they were mostly shouted-down. Now back to your meeting   
with the Council…  
  
ANAKIN doesn't try to dodge the topic a second time.  
  
ANAKIN: They're assigning me to the Navy as a fighter pilot   
for the duration of the current crisis. After that, it's   
anybody's guess…  
  
The GUARDS move off at a respectful distance.  
  
PADMÉ: How do you feel about their decision?  
  
ANAKIN considers this, then speaks his mind.  
  
ANAKIN: I think it's a load of bantha fodder.  
PADMÉ: Bantha fodder?! (laughs) I couldn't have put it any   
better myself!  
ANAKIN: Believe me, I love the idea of flying fighters, but   
I can do that and still continue my training. This will set   
back my ascension to Knighthood for years, if ever.  
  
She takes ANAKIN'S hands and kisses him.  
  
PADMÉ: I know nothing will stop you from accomplishing   
anything you set your mind on.  
ANAKIN: Ah… since you mention it…  
  
ANAKIN looks more nervous than he ever did in any battle.   
He produces a simple, beautiful ring. In the middle of the   
CONSERVATORY he gets down on one knee, holding PADMÉ'S   
hand. Our perspective changes to further away. We cannot   
hear ANAKIN'S question, but we can tell from PADMÉ'S   
response that her answer is "yes".  
  
  
INT. LARS/SKYWALKER HOMESTEAD  
  
SHMI SKYWALKER is cleaning up some things from around the   
house. She looks briefly at a picture of young ANAKIN, then   
at a more recent picture of ANAKIN and OWEN together. Her   
rumination is interrupted by the sound of yelling in the   
distance, followed by the sounds of a struggle and BLASTER   
FIRE. Distressed, she makes for the door to investigate but   
never gets that far.  
  
Her front door blows open, and through it walks something   
tall, dark, beautiful and evil. DARTH VEIL casually holds   
OWEN off of his feet by his throat. SHMI staggers back,   
knocking several items over. The beautiful SITH LADY   
advances toward her.  
  
VEIL: Madame Skywalker, it is an honor to finally make your   
acquaintance.  
  
DISSOLVE TO:  
EXT. GALAXY-SPACE  
END CREDITS FADE IN AND OUT OVER BACKGROUND.  
THE END  



End file.
